Pure Cycle Due Diligence Clause Samples

Pure Cycle Due Diligence. Pure Cycle shall have the right to conduct a due diligence review of the Assets and other matters provided for herein during the period beginning on the date hereof and ending at 5:00 p.m. Denver, Colorado time ninety (90) days after the date hereof (the “Due Diligence Period”). During the Due Diligence Period, Pure Cycle, at its sole cost and expense, shall have the right to review and approve the title to and quality and quantity of the Water Rights, title to and physical condition of the Property, and all other matters relative to the transactions contemplated by this Agreement, including Pure Cycle’s purchase of the Assets, and including, but not limited to: (a) conducting such investigations and tests of the Assets as Pure Cycle deems necessary; (b) determining all matters relative to environmental concerns affecting the Assets; (c) determining the effect of zoning and land use ordinances affecting the Assets; and (d) determining all other matters relative to Pure Cycle’s use of the Assets. All investigations and tests shall be conducted in a reasonable manner, shall be coordinated with the lessee of the property and Seller, shall be at the sole cost of Pure Cycle (including any cost of damage to the property), shall be pursuant to standard industry practices, and Pure Cycle shall fully indemnify, defend and hold harmless Seller and the lessee of the property, and each other person suffering damage, injury or death, for any damage or injury to any property including crops and fencing, or any injury or death to any person, in connection with such activities. To the extent any property is altered as a result of such investigation or test, Pure Cycle shall return all property to the condition it was in prior to such investigations and tests in the event this Agreement is terminated prior to the consummation of the purchase and sale of the Assets. On or before the expiration of the Due Diligence Period, Pure Cycle shall deliver written notice (the “Pure Cycle Diligence Notice”) to Seller stating either: (x) that Pure Cycle elects to terminate this Agreement (which it may if it finds any matter discovered in its due diligence investigation unacceptable in its sole discretion), in which event the provisions of Section 10.1(b) of this Agreement shall apply to such termination; or (y) that Pure Cycle elects not to terminate this Agreement, in which event Pure Cycle shall thereupon be deemed to have waived any right to terminate this Agreement pursuant to (A) ...