Common use of Seller’s Due Diligence Notice Clause in Contracts

Seller’s Due Diligence Notice. In the event Buyer timely delivers its Buyer’s Due Diligence Notice disapproving any Property Documents or any condition of the Property, Seller shall have ten (10) days from receipt of Buyer’s Due Diligence Notice to deliver written notice to Buyer (“Seller’s Due Diligence Response Notice”) of Seller’s election in its sole and absolute discretion to any of the following: (i) decline to remediate all such conditions and to terminate Escrow and this Agreement; (ii) correct and/or remediate any or all of the objectionable conditions at its sole cost prior to the Close of Escrow. (i) If Seller’s Due Diligence Response Notice informs Buyer of Seller’s election to terminate Escrow (choice (i) in subsection (b) above) rather than remediate any or all of the objectionable conditions, then this Agreement shall immediately terminate and the parties shall have no further rights or obligations hereunder. Seller’s failure to deliver Seller’s Due Diligence Response Notice shall be deemed Seller’s election to terminate this Agreement (choice (i) of subsection (b) above) and the parties shall have no further rights or obligations hereunder. (ii) If Seller’s Due Diligence Response Notice informs Buyer of Seller’s election to correct some, but not all, of the objectionable conditions (choice (ii) in subsection (b) above), then Buyer shall have the right, by a second written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Due Diligence Response Notice, to agree to accept the Property subject to one or more of the objectionable conditions that Seller will not correct (“Buyer’s Second Due Diligence Notice”), which notice shall list the objectionable conditions remaining that Buyer is willing to accept, in which event Seller may elect, in its sole discretion, to either (A) accept Buyer’s Second Due Diligence Notice and proceed to correct the objectionable conditions listed in its notice and proceed with the sale of the Property to Buyer, with Buyer taking at the Close of Escrow subject to such remaining objectionable conditions without any adjustment to or credit against the Purchase Price (subject to Seller’s correction of certain conditions to be corrected as listed in Seller’s Due Diligence Response Notice), or (B) reject Buyer’s Second Due Diligence Notice and terminate the Escrow. (A) If Seller accepts Buyer’s Second Due Diligence Notice, then the correction of and/or completion of the remediation or removal of objectionable conditions listed in the Seller’s Due Diligence Notice shall be deemed to be one of the Buyer’s Conditions Precedent to Closing under Section 7 below, and Buyer and Seller shall exercise good faith efforts to agree in writing on an extended Closing Date, if necessary, to allow those certain conditions to be corrected and completed. (iii) If Seller’s Due Diligence Response Notice informs Buyer of Seller’s election to correct all of the objectionable conditions (choice (ii) in subsection (b) above), then the completion of the correction and/or remediation or other removal of all objectionable conditions shall be deemed to be one of the Buyer’s Conditions Precedent to Closing under Section 7 below, and Buyer and Seller shall exercise good faith efforts to agree in writing on an extended Closing Date, if necessary, to allow all conditions to be corrected and completed.

Seller’s Due Diligence Notice. In the event Buyer timely delivers its Buyer’s Due Diligence Notice disapproving any Property Documents or any condition of the Property, Seller shall have ten (10) days from receipt of Buyer’s Due Diligence Notice to deliver written notice to Buyer (“Seller’s Due Diligence Response Notice”) of Seller’s election in its sole and absolute discretion to any of the following: (i) decline to remediate all such conditions and to terminate Escrow and this Agreement; or (ii) correct and/or remediate any or all certain (but not all) of the objectionable conditions at its sole cost prior to the Close of Escrow; or (iii) correct and/or remediate all objectionable conditions at its sole cost prior to the Close of Escrow. (i) If Seller’s Due Diligence Response Notice informs Buyer of Seller’s election to terminate Escrow (choice (i) in subsection (b) above) rather than remediate any all or all of the certain objectionable conditions, then this Agreement shall immediately terminate and the parties shall have no further rights or obligations hereunder. Seller’s failure to deliver Seller’s Due Diligence Response Notice shall be deemed Seller’s election to terminate this Agreement (choice (i) of subsection (b) above) and the parties shall have no further rights or obligations hereunder. (ii) If Seller’s Due Diligence Response Notice informs Buyer of Seller’s election to correct some, but not all, certain of the objectionable conditions (choice (ii) in subsection (b) above), then Buyer shall have the right, by a second written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Due Diligence Response Notice, to agree to accept the Property subject to one or more of the objectionable conditions that Seller will not correct (“Buyer’s Second Due Diligence Notice”), which notice shall list the objectionable conditions remaining that Buyer is willing to accept, in which event Seller may elect, in its sole discretion, to either (A) accept Buyer’s Second Due Diligence Notice and proceed to correct the objectionable conditions listed in its notice and proceed with the sale of the Property to Buyer, with Buyer taking at the Close of Escrow subject to such remaining objectionable conditions without any adjustment to or credit against the Purchase Price (subject to Seller’s correction of certain conditions to be corrected as listed in Seller’s Due Diligence Response Notice), or (B) reject Buyer’s Second Due Diligence Notice and terminate the Escrow. (A) If Seller accepts Buyer’s Second Due Diligence Notice, then the correction of and/or completion of the remediation or removal of objectionable conditions listed in the Seller’s Due Diligence Notice shall be deemed to be one of the Buyer’s Conditions Precedent to Closing under Section 7 below, and Buyer and Seller shall exercise good faith efforts to agree in writing on an extended Closing Date, if necessary, to allow those certain conditions to be corrected and completed. (iii) If Seller’s Due Diligence Response Notice informs Buyer of Seller’s election to correct all of the objectionable conditions (choice (iiiii) in subsection (b) above), then the completion of the correction and/or remediation or other removal of all objectionable conditions shall be deemed to be one of the Buyer’s Conditions Precedent to Closing under Section 7 below, and Buyer and Seller shall exercise good faith efforts to agree in writing on an extended Closing Date, if necessary, to allow all conditions to be corrected and completed.