Property Due Diligence Sample Clauses

Property Due Diligence. (a) As soon as reasonably practicable following the date of this Agreement, ClubCorp, at its expense, shall procure and deliver to Purchaser current title commitments (the “Title Commitments”) showing the state of title to each parcel of the Real Property which would appear in an ALTA Owner’s Title Policy, together with copies of all documents referenced as exceptions to title in the Title Commitments. The Title Commitments shall be issued by LandAmerica Financial Group, Inc. or another title company reasonably satisfactory to Purchaser (the “Title Company”). The parcels of the Real Property described in Section 6.13(a) of the Disclosure Schedule are herein referred to as the “Major Parcels.” With regard to any parcel that is not a Major Parcel, in lieu of a Title Commitment, ClubCorp may elect to deliver other evidence reasonably satisfactory to Purchaser establishing only that fee simple title to such parcel is vested in a Pinehurst Entity. (b) As soon as reasonably practicable following the date of this Agreement, ClubCorp shall cause to be delivered to Purchaser and to the Title Company current or updated on the ground surveys (the “Surveys”) of each Major Parcel (other than those noted in Section 6.13(b)(i) of the Disclosure Schedule), prepared by a licensed professional engineer or surveyor reasonably acceptable to Purchaser and to the Title Company. The Surveys (including specifically the certificate of the engineer or surveyor forming a part thereof) shall be in form and substance reasonably acceptable to Purchaser, its lender and to the Title Company. The Surveys shall not be required to meet the requirements of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established by the American Land Title Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that the form and substance of the Surveys, including the certificate of the engineer or surveyor forming a part thereof, that ClubCorp delivered to PacLife in connection with the PacLife Liens currently encumbering parts of the Real Property (the “PacLife Surveys”) are in form and substance reasonably acceptable to Purchaser, such that if the Surveys are substantially similar to the PacLife Surveys, the Surveys will be acceptable to Purchaser. Purchaser shall reimburse ClubCorp at the Closing for the cost of the Surveys. (c) Club...
Sample 1
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Property Due Diligence. (a) Promptly following the execution of the Original Stock Purchase Agreement, Acquiror shall deliver to Seller a due diligence document request and checklist (which may be supplemented from time to time during the Review Period) identifying the materials requested to be reviewed by Acquiror in connection with the Due Diligence Review. Not later than fifteen (15) days after the date of the Original Stock Purchase Agreement, Seller shall cause the Companies to make available to Acquiror, its attorneys, accountants and other professional and consultants, copies of all books, records, documents, reports, analyses, assessments and other written material relating to each of the Real Property Assets, including all title insurance policies, surveys, engineering and environmental reports, operating and capital statements, rent rolls and all other due diligence materials reasonably requested by Acquiror in connection with the Due Diligence Review.
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Property Due Diligence. (a) Promptly following the execution of this Agreement, Acquiror shall deliver to Seller a due diligence document request and checklist (which may be supplemented from time to time during the Review Period) identifying the materials requested to be reviewed by Acquiror in connection with the Due Diligence Review. Not later than fifteen (15) days after the date of this Agreement, Seller shall cause the Company and the Company Subsidiaries to make available to Acquiror, its attorneys, accountants and other professional and consultants, copies of all books, records, documents, reports, analyses, assessments and other written material relating to each of the Real Property Assets, including all title insurance policies, surveys, engineering and environmental reports, operating and capital statements, rent rolls and all other due diligence materials reasonably requested by Acquiror in connection with the Due Diligence Review. (b) Acquiror shall have a period (the "Review Period") of sixty (60) days from the date of this Agreement (the expiration date of such period being hereinafter referred to as the "Due Diligence Expiration Date") to complete the Due Diligence Review (including obtaining and reviewing title commitments or title bring-downs and engineering reports, environmental reports and surveys relating to the Real Property Assets). If Acquiror, in its reasonable discretion, determines that any material matter relating to any of the Real Property Assets (including leases, historical and projected financial statements and information, operating and capital statements, title, real estate tax information, billings and collections, operating and real estate tax pass-throuxx xxxxxation calculations, survey, engineering, fitness and quality, physical condition, environmental condition, financial condition of one or more of the tenants, value and profitability, current or potential uses, current or future zoning or suitability for renovation or construction) is not acceptable to Acquiror and that it does not wish to proceed with its acquisition of such Real Property Asset, then Acquiror may, by written notice to Seller before 5:00 p.m. (New York time) on the Due Diligence Expiration Date (time being of the essence), terminate this Agreement in its entirety, whereupon this Agreement shall terminate and be of no further force and effect as provided in Article VII. If Acquiror does not elect to terminate this Agreement prior to the time set forth above, Acquiror's r...
Sample 1
Property Due Diligence. SELLER shall provide to BUYER such information and records, already in possession of the SELLER prior to execution of this Agreement, regarding the Property reasonably necessary to enable BUYER to complete its due diligence review of the transaction (“Due Diligence Review”), such as information regarding building assessments, structural plans, West Branch Trunk Sewer or other utility and such similar items as may be reasonably requested by BUYER. SELLER shall also permit the BUYER to conduct its own expense any inspection of the Property that the BUYER deems necessary to complete its Due Diligence Review. BUYER shall not perform any invasive or intrusive inspection without the prior written consent of SELLER, which consent shall not be unreasonably withheld or delayed. BUYER shall promptly restore any damage to the Property and return the Property to the condition prior to any such invasive or intrusive inspection. The BUYER agrees to protect, indemnify, defend and hold the SELLER harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages, injuries, liens or claims of lien arising out of or resulting from the inspection of the Property by the BUYER or their agents or consultants. Such obligation to indemnify and hold harmless shall survive any termination of this Agreement. At any time prior to closing, but following the full execution hereof, BUYER may terminate this Agreement if BUYER, in its sole discretion, is not satisfied with its Due Diligence Review.
Sample 1
Property Due Diligence. Buyer shall have until 5:00 p.m. (Central time) on the date which is fifteen (15) days after the Effective Date (the "Due Diligence Period") within which to perform and complete all of Buyer's due diligence examinations, reviews and inspections of all matters pertaining to the purchase of the Property, including all leases, service contracts, and all physical and compliance matters and conditions respecting the Property (other than (i) title and survey matters which shall be governed by the provisions of Paragraph 4A above and (ii) environmental reviews which shall be governed by the provisions of Paragraph 4B(2) below).
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Property Due Diligence 
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Related to Property 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.

  • 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.

  • 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 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.

  • Due Diligence Items Buyer’s Due Diligence shall consist of Buyer’s review and approval of the contents of the Seller Disclosures referenced in Section 7, and any other tests, evaluations and verifications of the Property deemed necessary or appropriate by Buyer, such as: the physical condition of the Property; the existence of any hazardous substances, environmental issues or geologic conditions; the square footage or acreage of the land and/or improvements; the condition of the roof, walls, and foundation; the condition of the plumbing, electrical, mechanical, heating and air conditioning systems and fixtures; the condition of all appliances; the costs and availability of homeowners’ insurance and flood insurance, if applicable; water source, availability and quality; the location of property lines; regulatory use restrictions or violations; fees for services such as XXX xxxx, municipal services, and utility costs; convicted sex offenders residing in proximity to the Property; and any other matters deemed material to Buyer in making a decision to purchase the Property. Unless otherwise provided in the REPC, all of Buyer’s Due Diligence shall be paid for by Buyer and shall be conducted by individuals or entities of Buyer's choice. Seller agrees to cooperate with Buyer’s Due Diligence. Buyer agrees to pay for any damage to the Property resulting from any such inspections or tests during the Due Diligence.

  • 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.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

  • Due Diligence Materials Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

  • Phase I In Phase I, the project will be connected as a tap to the Transmission Owner’s 230kV transmission line MWP-2 via one 230kV circuit breaker in series with one of two ring bus breakers for stuck breaker protection (one in each direction) and a tie-line breaker, as shown on the one-line diagram labeled CL-E-IA-01 attached to this Appendix A as Figure 1. The changes to the existing MWP-2 line protection for this arrangement are described in Phase I System Upgrades in Section II of this Appendix A.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

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