Due Diligence Conditions Sample Clauses
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Due Diligence Conditions. The Parties have agreed that the consummation of this Agreement is subject to the satisfactory completion of due diligence by Purchaser, that it is conditional upon Purchaser being entirely satisfied with a due diligence investigation of the business by the due diligence date specified as the Conditions Date. In such an event the following shall apply:
(i) The investigation will consider such aspects of the business as Purchaser reasonably determine are pertinent to evaluate the business, its worth, and Purchaser's decision to buy it and may include (without limitation): ● Age, condition and functionality of the plant, equipment, and stock; ● An independent valuation of the fixed assets in order to determine their fair market value; ● Past and potential financial performance of the business; ● Commercial risk to the business including competitors, supplier and customer contracts and relationships, products and/or services, and markets; ● Intellectual property and other contractual entitlements; ● Litigation and insurance risks, and risks to reputation and goodwill of the business; ● Legal framework of the business including regulatory approvals and licenses; ● Staff relationships, staff performance, compliance by staff and by Vendor with respect to respective legal; and contractual obligations; ● The Facilities lease; ● The ability of Vendor to comply with pre-settlement and post settlement obligations; and ● The timely receipt, and acceptance of, the Target Statement Balance as at 29 February 2020 by the Purchaser in its sole and absolute discretion; and ● such other matters as are specific to the business and/or pertinent to the purchaser’s evaluation.
(ii) To enable the purchaser to conduct this investigation, the Vendor will, but subject to as provided below, as soon as reasonably practicable after this agreement is signed by all parties, provide to the purchaser and any employees, contractors, and advisors of Purchaser authorised by Purchaser in writing to assist it with this investigation, access to all business records and financial records and to the premises and staff; provided, however, that Vendor may first attach conditions to providing these things which are reasonably required to protect Vendor and the business from loss or harm. These may include requiring any person receiving information to agree to confidentiality obligations and requiring that any access to the premises is only in a way that minimizes disruption to the business, and that ...
Due Diligence Conditions. (a) Within thirty (30) days following the Landlord’s acceptance of this Offer, the Tenant shall execute and deliver to the Landlord the Landlord’s standard form of Access Agreement attached hereto as Schedule “B” (the “Access Agreement”). If the Access Agreement is not delivered by the expiry of the time period set out in this section 2.1(a), as may be amended by notice in writing from the , this Offer shall automatically terminate and shall be null and void.
(b) Sixty (60) days following the Landlord’s execution of the Access Agreement delivered by the Tenant pursuant to section 2.1(a) above (the “Due Diligence Period”), the Tenant shall satisfy itself as to all aspects of the Demised Premises and all Official Plan amendments and zoning by-law amendments and draft plan of subdivision approvals, if applicable, required with respect to the Proposed Development (collectively, the “Existing Approvals”).The Tenant shall have the right to terminate this Offer by notice in writing to the Landlord on or before the expiry of the Due Diligence Period. Upon such notice, this Offer shall be null and void. In the event that the Tenant does not notify the Landlord within Due Diligence Period, the Tenant shall be deemed to have waived the foregoing conditions. The foregoing conditions are expressed to be for the sole benefit of the Tenant, which the Tenant shall have the right to waive, and to complete the Transaction.
Due Diligence Conditions. Buyer's unconditional written approval, give to Seller on or before the Approval Date, of each of:" In addition, Subsection (vi) is amended to read as follows:
Due Diligence Conditions a. acceptable physical viewing/inspection of the Property;
b. acceptable review of legal title for the Property and any unattached goods;
c. acceptable review of any Permitted Encumbrances;
d. acceptable review of any soil tests and environmental studies; and
e. acceptable review of the following (if applicable):
Due Diligence Conditions. Purchaser's obligation to purchase the Property is subject to satisfaction of the conditions in this Section 3 (the "Due Diligence Conditions"). In order to satisfy the Due Diligence Conditions, Purchaser and its representatives, authorized agents and consultants shall have access to the Property to undertake such activities thereon reasonably required to conduct its inspections, after reasonable advance notice to Seller, subject to the qualifications in Section 18 of this Contract. Seller acknowledges that Purchaser may conduct an investigation of the Property, at Purchaser's sole cost and expense which include, without limitation, environmental, appraisal, Phase I study and elevation survey, zoning and municipal the right for good cause shown based on information discovered during the Due Diligence Period, to terminate this Contract by delivering notice to the Seller and Escrow Agent by 5:00 P.M. Eastern Time on the expiration date of the Due Diligence Period (the "Termination Notice"). If Purchaser timely delivers a Termination Notice, the parties will proceed as provided in subparagraph (a) below. If no Termination Notice has been timely delivered to Seller and Escrow Agent, then all Due Diligence Conditions will be conclusively deemed to have been satisfied or waived, and the parties will proceed in accordance with the terms of this Contract.
Due Diligence Conditions. The foregoing conditions in this Section 6 are all of Buyer's due diligence conditions precedent, and these conditions precedent are intended solely for the benefit of Buyer. If within Buyer's due diligence period, Buyer does not give Seller written notice of approval of the due diligence contingencies, Buyer shall be deemed to have elected to terminate this Agreement and the Initial Deposit shall be returned to Buyer (together with interest thereon, if any). In the event Buyer gives written notice of Buyer's acceptance and/or waiver of all said due diligence contingencies, then this Agreement shall continue in full force and effect and Buyer shall increase its deposit as set forth in Section 3 above. Once Buyer has approved and/or waived its due diligence contingencies, Buyer may not cancel this Agreement.
Due Diligence Conditions. Buyer shall conduct its due diligence and either terminate this Agreement or remove Buyer's due diligence contingencies and proceed with this Agreement within the period ("Due Diligence Period") ending sixty (60) days after the mutual execution of this Agreement . All of Buyer's due diligence period contingencies are set forth in this Section 6. To facilitate Buyer's due diligence and to the extent reasonably available to Seller, Seller shall provide Buyer with the documents set forth below.
Due Diligence Conditions. Close of Escrow shall be contingent ------------------------ upon satisfaction or waiver of each of the following conditions ("Due Diligence Conditions") prior to expiration of the Due Diligence Period:
Due Diligence Conditions. Buyer's approval (in its sole and absolute discretion) of each of:
(i) The structural and environmental integrity of the Real Property (including, without limitation, conformity of the Improvements to the requirements of building health and safety codes, handicap codes, Title III of the Americans with Disabilities Act, OSHA requirements and other applicable Laws, and the state of contamination or potential contamination of the Real Property by Hazardous Substances);
(ii) All other aspects of the physical condition of the Property, including (without limitation) the water-tight integrity of the Improvements, the condition of all power and mechanical systems in the Improvements and the general state of repair of the Property);
(iii) The status and adequacy of the Permits;
(iv) All zoning, land use and similar regulations and restrictions affecting the Property;
(v) The access to and sufficiency of utility, transportation and other public services with respect to the Property;
(vi) The dependence of the Property on the use of any off-site facilities (including, without limitation, parking facilities);
(vii) The Leases and the Tenants;
(viii) Any Service Contracts;
(ix) The operating history of the Property; and
(x) The suitability of the Property for Buyer's purposes.
Due Diligence Conditions. Buyer shall have Forty-Five (45) Calendar Days from delivery of a Preliminary Title Report for the subject Property from ▇▇▇▇▇▇▇ Title (the “Due Diligence Period”), to review and approve said Preliminary Title Report and all other documents supplied by Seller pursuant to the preceding Condition 5(a). Seller shall facilitate Buyer’s access to the Property at reasonable times, for any and all physical inspections required by Buyer.