Project Due Diligence Sample Clauses

Project Due Diligence. The Parties have reviewed zoning and General Plan requirements and any other applicable local, state, or federal regulations and agree with the likely conditions and requirements that will be necessary to carry out the project.
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Project Due Diligence. A. Each of the parties have performed any necessary due diligence prior to entering into this Lease. The parties agree that the Base Building shall be substantially similar in exterior design and interior finishes as the building which Tenant currently occupies in the Project. A basis rendering of the building and floor plan are attached as Exhibit “A”, and the parties agree that notwithstanding that the Building has not yet been fully designed, they have reached an understanding as to the material design and features of the Building so as to enter into this binding lease, subject to each party’s subsequent approval of the final design. B. Prior to the final approval of the Fitout Cost by Landlord and Tenant, Landlord shall provide a detailed cost estimate to Tenant as set forth in Section 11 herein and Exhibit B-2. At this time and upon final approval by Tenant, the Fitout Cost shall become a fixed cost to Tenant except if changes in the scope of work occur as set forth herein. The lease amendment referenced in Section 6a herein shall stipulate the fixed cost of the Fitout Cost and shall further reconcile and stipulate the Allowance, Tenant Cost Contributions or credits
Sample 1
Project Due Diligence. Ameresco will perform certain development, engineering and economic tasks for due diligence to determine the Project’s viability at the Sites. As part of this due diligence effort, Landlord shall disclose any conditions at the Site that may adversely impact the Project, including, but not limited to: • Any unpaid property taxes; • The property tax rate for the site; • Any lease, license, or easement agreements; • Any hazardous waste disclosures, obligations for remediation, and indemnifications; • Any undisclosed legal matters, and • Any undisclosed employee or contractor matters at the Site. Within twenty (20) business days after the Parties’ execution of this LOI, Landlord will deliver to Ameresco photocopies of any information in Landlord’s possession with respect to the Sites which is reasonably necessary for Ameresco’s performance of the due diligence, including, without limitation, any title commitments or policies, site plans, surveys, zoning information, environmental reports, information regarding state and local laws and regulations affecting the Site, and information regarding soil conditions at the Site. Ameresco intends to submit a bid to the CT DEEP RFP for the Shared Clean Energy Facility (“SCEF”) Pilot Program based on Ameresco’s right to lease the Sites for the Project.
Sample 1
Project Due Diligence. A. Tenant acknowledges that Landlord has not presently completed its due diligence of the Project, including necessary environmental and engineering reports, title reports and determination of site suitability for construction of the Premises, building and civil design and financial analysis. Completion of such due diligence is necessary prior to completion of the Project’s Final Plans and Specifications (defined in Section H of the Construction Rider attached hereto as Addendum E) and final determination of project costs. Subject to Force Majeure and Tenant Delays, Landlord shall have a period of two hundred ten (210) days after the Effective Date hereof within which to complete such due diligence (the “Due Diligence Period”). Any delays resulting from the completion of due diligence will likely delay the Commencement Date and may impact the Rent hereunder. Once Landlord has completed due diligence and has evaluated the site impact on the Project and its costs, Landlord and Tenant, at Landlord’s request, shall enter into an amendment to this Lease to reflect such matters. In the event that prior to the expiration of the Due Diligence Period Landlord shall determine that the Project is not acceptable to Landlord in its sole discretion based upon (i) viability of the property for the Project, (ii) unanticipated development costs to be incurred, or (iii) ability to finance on acceptable terms, which may include the creditworthiness of the Tenant, then Landlord may elect to terminate this lease. B. Upon such termination, other than as provided in any separate writing or agreement between the parties, this lease shall terminate as the sole remedy of the parties, and neither party shall have any further right or obligation hereunder; except that Tenant shall within ten (10) days of invoice and as a condition to such right, reimburse Landlord for all due diligence expenses incurred by Landlord, including without limitation, architectural fees, civil and structural drawings. Upon such payment, Landlord shall assign its rights in and to such work product to Tenant upon Tenant’s request. C. Prior to expiration of the Due Diligence Period, Landlord shall deliver to Tenant for Tenant’s review and written approval (the “Due Diligence Approval”) the following items: (i) the Preliminary Site Plan (as hereinafter defined); (ii) a copy of Landlord’s title insurance commitment, along with copies of all title exceptions reflected; and (iii) a copy of Landlord’s ALTA survey ...
Sample 1

Related to Project Due Diligence

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Completion of Due Diligence Each Purchaser shall have completed its legal, business and financial due diligence of the Company to its full satisfaction and shall be fully satisfied with the results thereof.

  • Development Diligence Pfizer will use its Commercially Reasonable Efforts to Develop and seek Regulatory Approval for [ * ] Product [ * ] in the Field [ * ]. Pfizer will [ * ] with respect to the Development or Regulatory Approval of Products under this Agreement.

  • Commercial Diligence Pfizer will use Commercially Reasonable Efforts to Commercialize at least [**] in [**], where Pfizer or its designated Affiliates or sublicensees seek and receive Regulatory Approval for such [**]. Pfizer will have no other diligence obligations with respect to the Commercialization of Licensed Products except as otherwise set forth in this Agreement.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • 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. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

  • Project Completion The Contractor agrees to schedule a final job walk with the County. If required, the County will prepare a list of incomplete items, the “Punch List”. The Contractor agrees to complete the “Punch List” corrections and schedule a final project completion job walk. The County will sign the “Punch List” as completed when determined, the project is finished. The Contractor agrees to submit the following along with its final payment request:

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

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