Grouped Into 5 Collections of Similar Clauses From Business Contracts
This page contains Due Diligence clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Due Diligence. Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) busines...s days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16.View More
Due Diligence. Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) busines...s days Buyer hereby acknowledges and agrees that, as of the Effective Date of this Agreement, Date, Seller shall provide, has provided to Buyer, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Materials"), and a copy of Tenant's waiver of its right of first refusal to purchase the Property as set forth in the Lease (the "ROFR Waiver"). Buyer may cancel this Agreement before the expiration of the Review Period for any reason or no reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If, upon completing its due diligence with respect to the Property as permitted hereunder, Buyer desires to proceed with the purchase of the Property, Buyer shall deliver to Seller written notice of its intention to proceed to Closing pursuant to the terms hereof (the "Confirmation Notice"). If Buyer has not delivered the Confirmation Notice to Seller upon the expiration of the Review Period, then this Agreement (i) shall be deemed to have terminated, (ii) the Earnest Money shall be immediately returned to Buyer, and (iii) the parties shall have no further rights or obligations hereunder except those expressly stated to survive the termination or expiration of this Agreement. If this Agreement is not cancelled as set forth above, then except as otherwise provided herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 17 below. If Buyer cancels this Agreement or allows the Agreement to be terminated before or upon the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement Agreement, Title Company is hereby authorized and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller directed to evidence the termination hereof) shall return to Buyer its Earnest Money without further direction by, or the consent of, Seller, and Buyer will the parties shall have absolutely no rights, claims further rights or interest obligations hereunder except those expressly stated to survive the termination or expiration of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. Agreement. If Buyer fails to close this transaction at no fault of Seller, perform its obligations hereunder beyond all applicable notice and cure periods, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, may retain the Earnest Money as its sole and exclusive remedy and declare this Agreement 7 Applebee's - Fishers, IN null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. Property. View More
Due Diligence. Buyer will have until 5:00 p.m. Pacific Time on the date that is thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termi...nation of this Agreement. Within five (5) three (3) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Within such three (3) business day period, Seller shall also provide contact information for Seller's contact regarding the Property during the Review Period. Buyer may cancel this Agreement before the expiration of the Review Period for any reason or no reason at all in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, in the event of a failure of a condition precedent as to which the Agreement expressly provides 2 Tractor Supply - Canton, GA for the return of the Earnest Money to Buyer, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section this Section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16.View More
Due Diligence. Buyer will have thirty (30) days from the Effective Date earlier to occur of this Agreement (a) delivery of the ROFR Waiver to Buyer by Seller and (b) written notice from Seller to Buyer of expiration of the Exercise Period without an exercise by Arundel Mills of the right of first refusal (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or dama...ge to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) three (3) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). 2 Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 17 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section Section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and The Review Period will be deemed satisfied if Buyer has deposited the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. cancelled. View More
Due Diligence. The Issuer will authorize a collection of information regarding the Offering (the "Due Diligence Information"), which collection the Issuer may amend and supplement from time to time, to be delivered by the Managing Broker-Dealer to the Selling Group Members (or their agents performing due diligence) in connection with their due diligence review of the Offering (collectively, "Additional Information," and together with the Due Diligence Information, the "Confidential Information"). In the event ...a Selling Group Member (or its agent performing due diligence) requests access to additional information or otherwise wishes to conduct additional due diligence regarding the Offering, the Issuer or the Depositor and the Managing Broker-Dealer will reasonably cooperate with such Selling Group Member to accommodate such request. All Due Diligence Information received by the Managing Broker-Dealer and/or the Selling Group Members in connection with their due diligence review of the Offering are confidential and shall be maintained as confidential and not disclosed by the Managing Broker-Dealer or the Selling Group Members except to the extent such information is disclosed in the Memorandum to any other person, including without limitation, any sales representatives or potential investors. If the Managing Broker-Dealer or a Selling Group Member is required pursuant to legal process, including without limitation rules or regulations of the SEC, FINRA, or any other governmental or regulatory authority with oversight authority with respect to the Managing Broker-Dealer or such Selling Group Member, to disclose any Confidential Information, unless the Issuer agrees to otherwise, such party will promptly notify the Issuer to permit it to seek a protective order or take other appropriate action. Such Managing Broker-Dealer or Selling Group Member will cooperate in the Issuer's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the Managing Broker-Dealer or a Selling Group Member is, in the opinion of counsel, compelled as a matter of law to disclose the Confidential Information, such Managing Broker-Dealer or Selling Group Member may disclose to the person compelling disclosure only that part of the Confidential Information as are required by law to be disclosed, unless the Issuer agrees otherwise.View More
Due Diligence. The Issuer will authorize a collection of information regarding the Offering (the "Due Diligence Information"), which collection the Issuer may amend and supplement from time to time, to be delivered by the Managing Broker-Dealer Broker Dealer to the Selling Group Members (or their agents performing due diligence) in connection with their due diligence review of the Offering (collectively, "Additional Information," and together with the Due Diligence Information, the "Confidential Information").... Offering. In the event a Selling Group Member (or its agent performing due diligence) requests access to additional information or otherwise wishes to conduct additional due diligence regarding the Offering, the Issuer or the Depositor and the Managing Broker-Dealer Broker Dealer will reasonably cooperate with such Selling Group Member to accommodate such request. All Due Diligence Information received by the Managing Broker-Dealer Broker Dealer and/or the Selling Group Members in connection with their due diligence review of the Offering are confidential and shall be maintained as confidential and not disclosed by the Managing Broker-Dealer Broker Dealer or the Selling Group Members except to the extent such information is disclosed in the Memorandum to any other person, including without limitation, any sales representatives or potential investors. If the Managing Broker-Dealer or a Selling Group Member is required pursuant to legal process, including without limitation rules or regulations of the SEC, FINRA, or any other governmental or regulatory authority with oversight authority with respect to the Managing Broker-Dealer or such Selling Group Member, to disclose any Confidential Information, unless the Issuer agrees to otherwise, such party will promptly notify the Issuer to permit it to seek a protective order or take other appropriate action. Such Managing Broker-Dealer or Selling Group Member will cooperate in the Issuer's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the Managing Broker-Dealer or a Selling Group Member is, in the opinion of counsel, compelled as a matter of law to disclose the Confidential Information, such Managing Broker-Dealer or Selling Group Member may disclose to the person compelling disclosure only that part of the Confidential Information as are required by law to be disclosed, unless the Issuer agrees otherwise. Memorandum. View More
Due Diligence. Notwithstanding anything in the Agreement to the contrary, Section 5.1 of the Agreement is hereby further modified to extend the expiration of the Diligence Period to 5:00 pm Eastern Time on November 4, 2022.
Due Diligence. Notwithstanding anything in the Agreement to the contrary, Section 5.1 of the Agreement is hereby further modified to extend the expiration of the Diligence Period to 5:00 pm Eastern Time on November 4, 11, 2022.
Due Diligence. Upon your execution of this Letter of Intent and our obtaining approval of this Letter of Intent by the Members of Investor, we will commence a formal due diligence process ("Due Diligence Exercise") which is expected to take approximately (six) weeks ("Due Diligence Period"). During the Due Diligence Period and during the time that negotiation and drafting of the Definitive Agreement is in progress, the Company will allow us and our agents, lawyers, accountants and advisors ("Advisors") full an...d complete access to the Company's books, records, information and data relating to the business affairs, financial legal, structural and regulatory conditions of the Company and its current business of developing and marketing automotive backing awareness products (Existing Company Business"). You will use your best endeavors to ensure that any information provided to us or our Advisors is accurate and not misleading. During the Due Diligence Period, we will use our reasonable endeavors to procure the Company's access to the financial, legal and operational affairs of the Investor.View More
Due Diligence. Upon your execution of this Letter of Intent and our obtaining approval of this Letter of Intent by the Members Board of directors of Investor, we will commence a formal due diligence process ("Due Diligence Exercise") which is expected to take approximately (six) [six] weeks ("Due Diligence Period"). During the Due Diligence Period and during the time that negotiation and drafting of the Definitive Agreement (as defined in paragraph 5 below) is in progress, the Company will allow us and our age...nts, lawyers, accountants and advisors ("Advisors") full and complete access to the Company's books, records, information and data relating to the business affairs, financial legal, structural and regulatory conditions of the Company and its current business of developing recruiting and marketing automotive backing awareness products (Existing placement of professional technical personnel as well as finance and accountant personnel on a temporary and permanent basis ("Existing Company Business"). You will use your best endeavors endeavours to ensure that any information provided to us or our Advisors is accurate and not misleading. During the Due Diligence Period, we will use our reasonable endeavors endeavours to procure the Company's access to the financial, legal and operational affairs of the Investor. Investor and the Business Cos to enable a comparable due diligence exercise on the Business Cos to be undertaken by the Company. View More
