Preliminary Due Diligence Clause Samples

The Preliminary Due Diligence clause establishes the right and process for one or both parties to conduct an initial investigation into relevant information before proceeding with a transaction or agreement. This typically involves reviewing documents, financial records, or other pertinent data to assess the viability and risks associated with the deal. By setting out the scope and timing of these investigations, the clause helps ensure that parties can make informed decisions and identify potential issues early, thereby reducing the risk of unforeseen problems later in the transaction process.
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Preliminary Due Diligence. Within five (5) business days after the Opening of Escrow, or as soon thereafter as possible, Seller shall provide to Buyer the following information (the "Property Information"), to the extent the Property Information is in the Seller’s possession or control: a survey including existing public reports, cross-access easements, drainage easements, ditch easements and/or utility easements/agreements, title report, flood zone status/Elevation Certificate, proof of legal access, septic system reports and permits, well documentation and water rights, Phase 1 report or any other environmental studies or approvals related to current or past operations on the Property of which the Seller has knowledge, soil and archeological studies, tax information, Seller’s Property Disclosure Statement, and other information Seller may have in its possession concerning the Property (“Preliminary Items of Due Diligence”). The Seller makes no representation or warranty whatsoever regarding the Property Information, except that the Seller has no actual knowledge of any incorrect information contained therein (and such representation is made without investigation or review by the Seller of the Property Information). The Seller nor any of its respective officials, officers, directors, employees, attorneys, engineers, agents or representatives shall be deemed to make or have made any representation or warranty as to the adequacy, validity, accuracy, fitness for a particular purpose or completeness of the Property Information, and neither Seller nor any of its officials, officers, directors, employees, attorneys, engineers, agents or representatives shall have any liability resulting from the use of or reliance on the Property Information. If this transaction does not close for any reason, Buyer shall not use any Property Information provided to Buyer and shall return the same and any copies thereof to the Seller.
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Preliminary Due Diligence. Within five (5) days after the Opening of Escrow, Seller, at Seller's expense, shall provide to Buyer the property information (the "Property Information") listed on Exhibit B. The Seller makes no representation or warranty whatsoever regarding the Property Information, except that the Seller has no actual knowledge of any incorrect information contained therein. If this transaction does not close for any reason, Buyer shall not use any Property Information provided to Buyer and shall return the same and any copies thereof to the Seller.
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Preliminary Due Diligence. Within five (5) days after the Opening of Escrow, or as soon thereafter as possible, Seller shall provide to Buyer copies of records Seller has concerning the Property, including but not limited to the existing survey, environmental studies, soil and archeological studies, tax information, lease agreements, recorded and unrecorded easements, surface and irrigation water agreements and obligations, utility service agreements, Covenants, Conditions and Restrictions and other information Seller may have in its possession concerning the Property (“Preliminary Items of Due Diligence”). Buyer shall have the option to request any additional specific items or documentation in Seller’s possession or control which may be reasonably required by Buyer to perform its due diligence by giving Seller written notice of such request. Seller shall provide Buyer with these specific items requested, assuming that they exist and are in Seller’s possession and control, and not proprietary to Seller, within three (3) business days from the date of Seller’s receipt of said written notice, provided that Seller shall not be required to expend any funds to obtain items or documentation not in its possession. If this transaction does not close for any reason, Buyer shall not use any Preliminary Items of Due Diligence provided to Buyer and shall return the same and any copies thereof to Seller.
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Preliminary Due Diligence. Optionee has evaluated and priced its offer to purchase the Property from Optionor after reviewing preliminary information provided by its broker and by Optionor, as well as its evaluation of other public information and its knowledge of the market, entitlements requirements and groundwater contamination issues respecting future use of the site. Specifically, Optionee makes the following representations and warranties to Optionor: 10.4.1 Optionee has conducted a reasonable review of Optionor’s on-line due diligence documents. 10.4.2 Optionee understands that the Property may require rezoning, depending on Optionee’s intended use. 10.4.3 Optionee understands that there is groundwater contamination, that said condition will require approval from the appropriate public agencies to permit residential development and that the site contains a groundwater treatment facility and test ▇▇▇▇▇ that will need to operate for the foreseeable future. 10.4.4 Optionee understands that Optionor makes no representations regarding relocation of the groundwater treatment facility and test ▇▇▇▇▇, that Optionee will conduct its own due diligence on such and intends to either build around the existing treatment facility and test ▇▇▇▇▇ or relocate them, if allowed, at its sole cost. 10.4.5 Optionee understands that there is asbestos and potentially lead in the buildings and other improvements on the Property, and that Optionee will be responsible for the cost of remediating said Hazardous Materials conditions, which it has considered in pricing its offer. 10.4.6 Optionee understands that the Property is subject to a blanket encumbrance for the benefit of creditors (the “Blanket Encumbrance”). The foregoing representations and warranties shall survive the Close of Escrow for a period of eighteen (18) months following the Close of Escrow and not be merged in the Grant Deed, after which time such representations and warranties shall terminate and be of no further force or effect except with respect to claims made in writing delivered to Optionor within such eighteen (18) month period.
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Preliminary Due Diligence. Optionee has evaluated and priced its offer to purchase the Property from Optionor after reviewing preliminary information provided by its broker and by Optionor, as well as its evaluation of other public information and its knowledge of the market, entitlements requirements and groundwater contamination issues respecting future use of the site. Specifically, Optionee makes the following representations and warranties to Optionor: 10.4.1 Optionee has conducted, or will prior to the Closing Date conduct, a reasonable review of Optionor’s on-line due diligence documents. 10.4.2 Optionee understands that the Property requires rezoning. 10.4.3 Optionee understands that there is groundwater contamination, that said condition will require approval from the appropriate public agencies to permit residential development and that the site contains a groundwater treatment facility and test ▇▇▇▇▇ that will need to operate for the foreseeable future. 10.4.4 Optionee understands that Optionor makes no representations regarding relocation of the groundwater treatment facility and test ▇▇▇▇▇, that Optionee will conduct its own due diligence on such and intends to either build around the existing treatment facility and test ▇▇▇▇▇ or relocate them, if allowed, at its sole cost. 10.4.5 Optionee understands that there is asbestos and potentially lead in the buildings and other improvements on the Property, and that Optionee will be responsible for the cost of remediating said Hazardous Materials conditions, which it has considered in pricing its offer.
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Preliminary Due Diligence. With respect to certain ------------------------- environmental assessments of the Owned Real Property and the Leased Real Property that were performed before the date hereof at the request of Acquiror, Acquiror and Purchaser agree that (a) Seller shall reimburse Acquiror for no more than $20,000 of all reasonable fees, costs and expenses actually incurred with respect to such assessment (such reimbursement to be paid within 10 business days after receipt by Seller of appropriate documentation of such fees, costs and expense) and thereafter Acquiror shall bear all fees, costs and expenses of such assessment in excess of $20,000 and (b) Seller shall retain certain liabilities as more fully set forth in the subsection (b)(ii) of the definition of "Assumed Liabilities." Acquiror understands and acknowledges that any information obtained by Acquiror or it Affiliates in connection with any environmental assessment is subject to the terms and conditions of the Confidentiality Agreement.
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Related to Preliminary 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 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 Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.