Effective Date/Due Diligence Period Sample Clauses

Effective Date/Due Diligence Period. This Agreement shall be effective on the date of full execution hereof by both parties ("Effective Date"). Beginning on the Effective Date and continuing until the Commencement Date as defined in Paragraph 3 below (hereinafter said period of time is referred to as the "Due Diligence Period"), Lessee shall be permitted to enter the Land for the limited purpose of making appropriate engineering and boundary surveys, inspections, soil test borings and other reasonable tests (collectively, "Investigations and Tests") that Lessee may deem necessary or desirable to determine the physical condition, feasibility and suitability of the Premises. In the event that Lessee determines, during the Due Diligence Period, that the Premises are not appropriate for Lessee's intended use, or if for any other reason, or no reason, Lessee decides not to commence its tenancy of the Premises, then Lessee shall have the right to terminate this Agreement without penalty upon written notice to Lessor at any time during the Due Diligence Period and prior to the Commencement Date. Lessor and Lessee expressly acknowledge and agree that Lessee's access to the Land during this Due Diligence Period shall be for the limited purpose of performing the Investigations and Tests, and that Lessee shall not be considered an owner or operator of any portion of the Land, and shall have no ownership or control of any portion of the Land (except as expressly provided in this Paragraph 2), prior to the Commencement Date.
Sample 1
AutoNDA by SimpleDocs
Effective Date/Due Diligence Period. This SOA shall be effective on the date of full execution hereof (the “Effective Date”). Beginning on the Effective Date and continuing until the Term Commencement Date as defined in Paragraph 4 below (the “Due Diligence Period”), the Co-Locator shall only be permitted to enter the Site for the limited purpose of making appropriate engineering and boundary surveys, inspections, and other reasonably necessary investigations and signal, topographical, geotechnical, structural and environmental tests (collectively, the “Investigations and Tests”) that the Co- Locator may deem necessary or desirable to determine the physical condition, feasibility and suitability of the Site, subject to any site specific limitations imposed by DOC limiting the time and/or manner of access. In the event that the Co-Locator determines, during the Due Diligence Period, that any or all of the Occupied Location is not appropriate for the Co-Locator’s intended use, or if for any other reason, or no reason, the Co-Locator decides not to commence its agreement to place equipment on the Occupied Locations, then the Co-Locator shall have the right to terminate this SOA without penalty upon written notice to DOC at any time during the Due Diligence Period and prior to the Term Commencement Date. DOC and the Co-Locator expressly acknowledge and agree that the Co-Locator’s access to the Site during this Due Diligence Period shall be solely for the limited purpose of performing the Investigations and Tests, and that the Co-Locator shall not be considered an owner or operator of any portion of the Occupied Locations, and shall have no ownership or control of any portion of the Site (except as expressly provided in this Paragraph 2), prior to the Term Commencement Date. Further, the Co-Locator must comply with any site- specific limitations imposed by DOC limiting the time and/or manner of access to the Site communicated to the Co-Locator in writing by DOC directly.
Sample 1
Effective Date/Due Diligence Period. This Agreement shall be effective only on the date that all of the following have been satisfied: (i) the County Council of Xxxxxx County has approved the SPSA (defined in Section 5), this Agreement, and all other related agreements requiring Council approval, (ii) the Licensee and the Provider (defined in Section 5) have entered into or caused to be entered into the approved SPSA providing for the sale and purchase of the solar energy, and (iii) both parties sign this Agreement (the “Effective Date”). Beginning on the Effective Date for a period of eight (8) weeks (the “Due Diligence Period”), Licensee is only permitted to enter the Premises for the limited purpose of making appropriate engineering and boundary surveys, inspections, and other reasonably necessary investigations and signal, topographical, geotechnical, structural and environmental tests (collectively the “Investigations and Tests”) that Licensee may deem necessary or desirable to determine the physical condition, feasibility and suitability of the Premises for the intended use. If Licensee determines, during the Due Diligence Period, that the Premises is not appropriate for Licensee’s intended use, or if for any other reason, or no reason, Licensee decides not to commence its tenancy of the Premises, then Licensee has the right to terminate this Agreement without penalty upon written notice to the County at any time during the Due Diligence Period and prior to the Term Commencement Date (defined in Section 3). The County and Licensee expressly acknowledge and agree that Licensee’s access to the Premises during this Due Diligence Period is solely for the limited purpose of performing the Investigations and Tests. Notwithstanding anything to the contrary contained herein, Licensee shall not do any digging or soil borings on the Premises without the prior written consent of the County, which consent may be withheld in the sole and absolute subjective discretion of the County. Licensee acknowledges that the Premises is on a landfill and that below the surface of the Premises there are capped soils encapsulating methane gas, which cap must be safeguarded and cannot be punctured, degraded or compromised in anyway. Thus, Licensee shall comply with all digging and testing requirements and procedures (collectively “Requirements and Procedures”) set forth in Exhibit C attached hereto, as may be modified by the County with notice to the Licensee. Licensee shall provide notice to the County at least f...
Sample 1

Related to Effective Date/Due Diligence Period

  • Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.

  • Effective Date; Term This Agreement shall become effective on the date of its execution and shall remain in force for a period of two (2) years from such date, and from year to year thereafter but only so long as such continuance is specifically approved at least annually by the vote of a majority of the Trustees who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and by a vote of the Board of Trustees or of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that this Agreement may be continued "annually" shall be construed in a manner consistent with the Act and the rules and regulations thereunder.

  • Effective Date; Duration This Agreement shall become effective when signed by both parties and approved by the City’s legal counsel. Unless sooner terminated, this Agreement shall expire on June 30, 2019. Termination or expiration shall not extinguish or prejudice the City’s right to enforce this Agreement with respect to any default or defect in performance that has not been cured.

  • Inspection Period Buyer shall be under no obligation to purchase the Property or otherwise perform under this Agreement unless Buyer determines the Property to be, in all respects, suitable for its intended purposes. The decision as to whether the Property is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer’s decision being final and binding upon both Parties. Buyer shall have until , 20 , at : ☐ AM ☐ PM to notify Seller of its termination of this Agreement due to Buyer's determination that the Property is unsuitable for its intended purpose ("Inspection Period"). In the event Buyer elects to terminate this Agreement, Buyer shall provide written notice of termination to Seller prior to the expiration of the Inspection Period. In the event Buyer provides said notice of termination, Seller and any Escrow Agent shall be obligated to return the Escrow Money to the Buyer as provided in Section V hereof, and neither party shall have any further rights or obligations under this Agreement. In the event Buyer does not submit written notice of termination prior to the expiration of the Inspection Period, the Buyer shall be deemed to be satisfied with its inspections of the Property and this contingency shall be deemed to be fulfilled. The Seller, at no expense, shall fully cooperate with Buyer in obtaining any and all approvals required from any Federal, State, or Local Government ("Governmental Approvals") necessary for Buyer to satisfy their needs during the Inspection Period for the suitability of the Property. Said Governmental Approvals shall be obtained during the Inspection Period unless the Parties agree otherwise. Any additional agreements related to this Section must be done in writing and attached to this Agreement.

  • Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01

  • EXPIRATION DATE AND EXTENSION This Contract expires December 28, 2022, unless it is terminated sooner pursuant to Article XX of the General Terms and Conditions, which are incorporated into this Contract by reference. This Contract may be extended up to two additional one-year periods upon request of Sourcewell and with written agreement by the Contractor, not to exceed a total of three years.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!