Purchaser’s Due Diligence Clause Samples
The Purchaser’s Due Diligence clause grants the buyer the right to thoroughly investigate and assess the target asset, business, or property before finalizing a transaction. This typically involves reviewing financial records, legal documents, operational information, and other relevant materials provided by the seller, and may include site visits or interviews with key personnel. The core function of this clause is to ensure the purchaser can identify any risks, liabilities, or issues prior to commitment, thereby enabling informed decision-making and reducing the likelihood of post-transaction disputes.
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Purchaser’s Due Diligence. Purchaser represents, warrants, covenants and agrees that (a) certain founders and officers of Purchaser were, through and including the Closing Date, long-standing executive officers of Sellers who had access to and were intimately familiar with financial and other material information regarding Sellers; (b) therefore, Purchaser has (i) a preexisting personal or business relationship with the Company or one or more of its officers, directors, or control persons and (ii) by reason of the business or financial experience of Purchaser’s founders, officers, and advisors who are unaffiliated with and who are not compensated, directly or indirectly, by either Seller, Purchaser is capable of evaluating the risks and merits of this investment and of protecting Purchaser’s own interests in connection with the Transaction Documents; (c) Purchaser has received and reviewed all information that Purchaser considers necessary or appropriate for deciding whether to execute, deliver, and perform the Transaction Documents and the transactions contemplated thereby; and (d) Purchaser has had an opportunity to ask questions and receive answers from Sellers and their respective officers and employees regarding the Business, financial affairs and other aspects of Seller and has further had the opportunity to obtain any information (to the extent either Seller possesses or can acquire such information without unreasonable effort or expense) which Purchaser deems necessary to evaluate the Transaction Documents and the transactions contemplated thereby and to verify the accuracy of the representations, warranties, covenants, and agreements set forth in the Transaction Documents and of information otherwise provided to Purchaser.
Purchaser’s Due Diligence. A. Due Diligence Period. At all times prior to Closing, including times following the “Due Diligence Period” (which Due Diligence Period is defined to be the period that is thirty (30) days from and after the Effective Date, as the latter term is defined in Section 17(H) hereinbelow), Purchaser, its agents and representatives shall, upon reasonable notice to Seller, and at Purchaser’s sole cost and expense, be entitled to conduct all inspections, audits, assessments, tests and studies (including, without limitation, title examinations, structural, roof, and mechanical inspections, and non-invasive environmental assessments) (collectively, “Inspections”) of the Property as Purchaser shall deem necessary or appropriate (“Purchaser’s Due Diligence”). If, at any time during the Due Diligence Period, Purchaser determines, in its sole discretion, that the results of the Inspections do not meet Purchaser’s criteria for the purchase or operation of the Property in the manner contemplated by Purchaser, or if Purchaser otherwise determines within the Due Diligence Period, in its sole discretion, that the Property is unsatisfactory, Purchaser may terminate this Contract by written notice to Seller (“Termination Notice”), given not later than the last day of the Due Diligence Period (the “Due Diligence Period Deadline”), and, in such case, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except for those rights and obligations which, by their terms, survive the termination hereof. If Purchaser does not deliver the Termination Notice prior to the Due Diligence Period Deadline, the ▇▇▇▇▇▇▇ Money shall become non-refundable and payable to Seller. Purchaser’s written request shall include a reasonably detailed explanation of what findings or conclusions reflected in Purchaser’s environmental reports or Purchaser’s investigations reasonably led Purchaser to believe that further investigation is warranted and what scope of work Purchaser or its environmental consultant proposes to perform to address those concerns, and to that end, any written recommendation by an environmental consultant to conduct such further investigations shall be presumed to be a reasonably detailed explanation that warrants such further investigation. Further, notwithstanding anything contained herein to the contrary, Purchaser and its agents shall not perform any “Phase II” environmental assessment (or similar ...
Purchaser’s Due Diligence. The results of Purchaser’s investigations and review of accounting, legal, regulatory, environmental and other due diligence investigations and review shall be satisfactory in all reasonable respects to Purchaser.
Purchaser’s Due Diligence. 5.1.1 Subject to the provisions of this Section, Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively “Purchaser’s Representatives”) shall have the right, through the Closing Date, from time to time, upon the advance notice required pursuant to this Section 5.1, to enter upon and pass through the Property during normal business hours to examine and inspect the same. Notwithstanding any such inspection, or anything to the contrary contained herein, Purchaser’s obligations hereunder shall not be limited or otherwise affected as a result of any fact, circumstance or other matter of any kind discovered following the date hereof in connection with any such inspection, access or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its preparation for taking title to the Property. Without limiting the generality of the foregoing, (i) Purchaser agrees that it shall not have the right to terminate this Agreement or obtain a reduction of the Purchase Price as a result of any such fact, circumstance or other matter so discovered (including, without limitation, relating to the physical condition of the Property, the operations of the Property or otherwise), except as provided in Section 5.1.4 below and (ii) Purchaser shall have no right to terminate this Agreement or obtain a return of the Deposit except as expressly provided in this Agreement.
5.1.2 In conducting any inspection of the Property or otherwise accessing the Property, Purchaser shall at all times comply with all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser’s Representatives shall (i) contact or have any discussions with any of Seller’s employees, agents or representatives, or with any tenants (including, without limitation, having any contacts whatsoever with tenants, including but not limited to telephone conversations or electronic mail messages) at, or contractors providing services to, the Property, unless in each case Purchaser obtains the prior written consent of Seller (which may be given via electronic mail), it being agreed that all such contacts or discussions shall, pending any such approval, be directed to ▇▇▇▇▇ ▇▇▇▇ via electronic mail (at ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇), (ii) interfere with the business of Seller conducted at the Property or disturb the use or occupancy of any tenant or occupant of the Pr...
Purchaser’s Due Diligence. The obligation of Purchaser to close this Agreement is subject to the Seller providing the following disclosures and requirements and the Parties obtaining the following approvals and consents set forth in this Paragraph 4.1 conditioned as follows:
4.1.1 Document/Information Disclosure. Seller shall provide to Purchaser the following documents and information within thirty (30) days of the Effective Date of this Agreement ("Disclosure Deadline"):
(A) Current Annual Report filed with Washington Secretary of State;
(B) Minutes of all SMWA member annual meetings for the past three years;
(C) A list of current officers and directors of SMWA;
(D) Copies of the SMWA income and expense reports, balance sheets, audits and financial statements for the past three years;
(E) All agreements affecting any real or personal property owned or leased by SMWA, including without limitation all management agreements, maintenance contracts, facilities agreements, and any instrument evidencing or purporting to grant a security interest in any such property;
(F) All permits, licenses, authorizations or approvals held by SMWA required for or otherwise related to its current or planned operations; all information relating to expiration, termination, compliance or renewal of such permits or authorization;
(G) All SMWA insurance policies for the past three years;
(H) A list and legal descriptions of all easements, licenses, franchises, leases, deeds and all real or personal property held, owned or leased by SMWA together with copies of all such easements, licenses, franchises, deeds and lease agreements;
(I) A list of all pending, threatened or potential litigation and/or administrative actions involving SMWA, identifying the parties to each litigation or matter, the nature of the claim or matter, the amount at issue, and provide all documents relating thereto;
(J) Any operating permits and authorizations affecting SMWA;
(K) A copy of SMWA’s Articles of Incorporation and Bylaws;
(L) All environmental assessments, investigations, tests and reports relating to the Property;
(M) All correspondence between SMWA and all governmental entities for the past three years;
(N) All SMWA utility customer billing records for the past three years;
(O) A copy of SMWA’s current utility service rate schedule;
(P) All SMWA federal tax returns for the past three years;
(Q) All maintenance and repair records with respect to the Water System for the past three years; and
(R) All lending agreements and an...
Purchaser’s Due Diligence. Without limiting the representations or warranties of Seller or any other term of this Agreement, in deciding to enter into this Agreement, and, subject to the terms of this Agreement, to consummate the Transactions, Purchaser has relied solely upon its own knowledge, investigation, and analysis (and that of its representatives) and not on any disclosure or representation made by, or any duty to disclose on the part of, Seller, its Affiliates, or any of their representatives, other than the express representations and warranties of Seller set forth in Article III herein and the other terms of this Agreement, which Purchaser is relying on.
Purchaser’s Due Diligence. PURCHASER or its representatives have had the opportunity to inspect the PROPERTY, ▇▇▇▇▇ and equipment, conduct an environmental review and has had the opportunity to review SELLER's files and talk to SELLER's personnel concerning the Interests; and that the execution, delivery and performance of this AGREEMENT and the transactions contemplated hereby have been preceded by independent inspection, investigation, verification and due diligence regarding the existence and extent of oil, gas or mineral reserves; the recoverability of and cost of recovering any such reserves; the value of the reserves; any product pricing assumptions; and/or the ability to sell production after Closing.
Purchaser’s Due Diligence. Purchaser shall have completed its due diligence investigation of Southport and the Subsidiary and shall be satisfied with the results thereof.
Purchaser’s Due Diligence. (a) The Purchaser acknowledges that a number of due diligence materials (the “Due Diligence Materials”) have been made available to the Purchaser by way of data room set up by CBRE Limited prior to the Execution Date and prior to Closing, the Vendor shall be permitted to deliver additional Due Diligence Materials and updates to the Due Diligence Materials provided to the Purchaser. In the event that any material updates or any additional material Due Diligence Materials come to the possession of the Vendor from the Execution Date until the Closing Date, the Vendor will make same available to the Purchaser as provided in this Section 3.1.
(b) The Purchaser agrees to maintain the confidentiality of all such Due Diligence Materials so delivered to the Purchaser and to return all physical copies of the same to the Vendor and delete all electronic copies of the same, forthwith, upon demand if the Purchaser and Vendor fail to complete the purchase and sale of the Purchased Shares. This Section 3.1 will survive the termination of this Agreement.
Purchaser’s Due Diligence. Purchaser has previously reviewed and considered the nature of this transaction and has investigated the property and all aspects of the transaction, and Purchaser has determined that the property is satisfactory to Purchaser in all respects and that Purchaser is purchasing the property in “as-is” condition. Purchaser has and will rely solely on Purchaser’s own independent investigations and inspections, and Purchaser has not relied and will not rely on any representation of Seller other than as expressly set forth in this contract, if any. Seller has made no representations nor held out any inducements to Purchaser, and Seller is not and shall not be liable or bound in any manner by any express or implied warranties, guarantees, statements, representations or information pertaining to the Property, except as may be specifically set forth in this contract.