Example ContractsClausesDue Diligence Period
Due Diligence Period
Due Diligence Period contract clause examples

Due Diligence Period. Commencing on the Contract Date and continuing until 11:59 p.m. (CT) on the date that is ninety (90) days thereafter (the “Due Diligence Period”), Purchaser shall have the right to conduct such non-invasive tests, studies, investigations, inspections (including, for purposes of this clause, soil borings, radon testing, ACM/LBP surveys, MEP surveys, pipe samplings, elevator condition assessments, subfloor inspections, sewer and waste line inspections, all of which shall be performed in the least intrusive manner possible) and analyses reasonably required by Purchaser to satisfy itself, in its sole discretion, as to conditions necessary for Purchaser’s proposed ownership, development or other use of the Premises, including, without limitation: the environmental, soil and engineering conditions of the Premises and any other physical, economic and/or suitability conditions necessary, required or desired for Purchaser’s proposed ownership, development or other use of the Premises (collectively, the “Inspections”). Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, except as expressly set forth in the preceding sentence, Purchaser shall not conduct any intrusive or invasive testing without first obtaining Seller’s written consent which may be withheld in Seller’s sole discretion and which consent may be conditioned on Purchaser providing Seller with a detailed scope of such testing and, if such testing is destructive, a bid for the repair of the Property to the state which existed prior to such destructive testing. If Purchaser desires to terminate this Agreement for any reason or no reason during the Due Diligence Period, Purchaser may terminate this Agreement pursuant to this Section 5(a) by sending written notice to the Seller on or before the expiration of the Due Diligence Period, and upon such notice this Agreement shall immediately terminate and the Initial Deposit (less the Independent Consideration) shall be returned by Escrow Agent to Purchaser, and neither party shall have any rights or obligations under

Due Diligence Period. Buyer shall have until 5:00 p.m. (EST) on the date which is sixty (60) days after the Effective Date (“Due Diligence Period”) in which to conduct its due diligence and all inquiries and investigations with respect to the Property as may be determined by Buyer in its sole discretion and at its sole cost and expense. If Buyer fails to provide written notice of its intent to terminate this Agreement prior to expiration of the Due Diligence Period, then notwithstanding anything to the contrary, the parties agree that this Agreement may thereafter only be cancelled by Buyer upon a default by Seller hereunder and Buyer shall be obligated to proceed to Closing (as defined herein), any and all contingencies to Closing shall be deemed to be waived by Buyer hereunder and the Deposits shall be non-refundable except in case of Seller’s default hereunder. During the Due Diligence Period, Buyer and its officers, employees, agents, advisors, accountants, attorneys and engineers shall have the right to enter upon the Property at reasonable times after written notice to Seller for purposes of inspection and examination of the Property (including environmental testing) and otherwise perform whatever tasks reasonably necessary or deemed appropriate by Buyer in its sole discretion. Buyer covenants and agrees that it will not materially disrupt or interfere with any tenants (including their use and/or enjoyment of the Property) or Seller’s operations of the Property during such inspections and investigations thereof.

Due Diligence Period. With respect to the Due Diligence Period, the Agreement is hereby amended as follows:

Due Diligence. Each Seller has provided Purchaser with (or access to) true, correct and complete copies of all material Property Information with respect to such Seller’s Membership Interests, such Seller’s Company and that Company’s Property. Neither Seller nor its respective Company has deliberately or intentionally removed, omitted, or redacted any information from the Property Information provided to Purchaser except as specifically identified to Purchaser in writing identifying the basis for such removal, omissions or redaction.

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.

Due Diligence. Each Party shall have the right to visit the offices of the other Party from time to time during the term of the Agreement on an “as needed” basis and conduct due diligence in relation to the other Party’s business related to performance of its obligations under this [Section 17.7] and may do so in the way it deems necessary, appropriate or desirable so as to ensure that the other Party complies with this [Section 17.7] and any other applicable laws and regulations in its business operations. Each Party shall make every effort to cooperate fully with the other Party in any such due diligence.

Due Diligence. The Agent and Arranger shall have completed in form and scope satisfactory thereto their business, legal, financial and environmental due diligence on the Company and its Subsidiaries (including due diligence related to management, strategy, material customers and contracts) and shall be satisfied with the corporate and capital structure of the Company and its Subsidiaries in all material aspects.

Due Diligence. Agent and its counsel shall have completed its business and legal due diligence with results satisfactory to Agent and its counsel, including without limitation

Due Diligence. Administrative Agent shall have completed and be reasonably satisfied its business, legal, and collateral due diligence on Parent and its Subsidiaries, including # corporate, capital and legal structure of Parent and its Subsidiaries, # securities, labor, insurance, tax, litigation and environmental matters, # review of all third party reports and # an independent quality of earnings report, third party accounting review, and the results of Borrowers’ pipeline and backlog.

Due Diligence. [[Cytokinetics:Organization]] shall have the right to visit the offices of Ji Xing from time to time during the term of the Agreement on an “as needed” basis and conduct due diligence in relation to Ji Xing’s business related to performance of its obligations under this [Section 16.6] and may do so in the way it deems necessary, appropriate or desirable so as to ensure that Ji Xing complies with this [Section 16.6] and any other Applicable Laws in its business operations. Ji Xing shall make every effort to cooperate fully with [[Cytokinetics:Organization]] in any such due diligence.

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