Due Diligence Clause Example from Business Contracts

Due Diligence. Buyer will have twenty-five (25) 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 two (2) bus...iness 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 liabilities under the first paragraph of Section 5 of this Agreement and those provisions stating otherwise (which will survive), Escrow Agent (after execution of such documents reasonably requested by Escrow Agent 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. The Review Period will be deemed satisfied if Buyer has deposited the Earnest Money as required by Section 4 hereof, and this Agreement is not cancelled. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have thirty (30) days following the Effective Date to secure any necessary financing, upon terms and conditions subject to Buyer's approval, in his sole discretion (the "Financing Contingency Period"). Buyer may extend the Financing Contingency Period by up to ten (10) additional days by providing written notice to Seller of Buyer's election to extend prior to the expiration of the Financing Contingency Period and depositing an additional $50,000 of nonrefundable Earnest Money (the "Additional Earnest Money") with the Title Company in the same manner described in Section 4(a) above. Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing for the contemplated purchase of 2 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