Before buying the shares or assets of a business, the purchaser will want to ‘check out’ the business to make sure that they wish to proceed with the purchase. The process of ‘checking out’ the business is called ‘due diligence’. Most purchasers make their offer to purchase conditional on ‘satisfactory completion of due diligence’ so that if they discover something that makes them not want to proceed with the purchase, they are not bound by the offer. The clause can simply state ‘conditional upon satisfactory due diligence by the purchaser of the company’, or it can specify types of due diligence e.g. financial, litigation, corporate governance. The purchaser may wish to make the deal conditional on their own ability to obtain funding by making the offer conditional on the due diligence of their lender. If the sale is of shares, and the vendor is taking shares of the purchaser in payment, the deal may also be conditional on satisfactory due diligence of the purchaser by the vendor.