Confirmatory Due Diligence. The legal due diligence investigation by Buyer and Buyer Guarantor of the Licences confirming, to the satisfaction of Buyer and Buyer Guarantor, ownership thereof by Seller, free and clear of all Encumbrances other than Permitted Encumbrances.
Confirmatory Due Diligence. The due diligence result of various aspects (including business, technology, finance and law) of Target Business, target asset and target group and others shall be to the satisfaction of the Buyer, or all major issues of such due diligence have been remedied by each Warrantor with the method that the Buyer is satisfied.
Confirmatory Due Diligence. After the First Payment Date, the Purchasers shall have the right to conduct a corporate, financial, tax, legal, business and technical due diligence and review on the Sale Shares, HB Holdco, the HB Holdco Subsidiary and the Telco Assets (the “Confirmatory Due Diligence”) for a period not exceeding sixty (60) days from the First Payment Date (the “Confirmatory Due Diligence Period”); provided, however, that all documents, materials and information requested, and which may be in the possession of the Seller, shall have been complete and promptly provided to the Purchasers to determine whether any claim for adjustment or indemnification may be brought under terms to be agreed upon in this Agreement. For this purpose, the Seller shall give the Purchasers and their representatives such information relating to the Sale Shares, HB Holdco, the HB Holdco Subsidiary and the Telco Assets, which may be in the possession of the Seller and as may be reasonably requested by the Purchasers to complete the Confirmatory Due Diligence.
Confirmatory Due Diligence. The Parties acknowledge that Purchasers have conducted a legal, financial, environmental and actuarial due diligence review of the Marker Group Companies. Purchasers shall have the right until the Closing Date, to complete for six weeks after the date of this Agreement, to complete their due diligence review together with their legal and financial , but not, for the avoidance of doubt, with regard to matters already specifically disclosed to Purchasers. Sellers shall use their commercially reasonable best efforts to procure that Purchasers and Purchasers’ advisors have access to such records, management, key employees, advisors and operations of the Business as may be reasonably requested by Purchasers. On the Closing Date, Sellers will provide Purchasers with a list of information received by Purchasers after the date hereof. It is understood, for the avoidance of doubt, that the result of such confirmatory due diligence (limited to the matters set out in the preceding paragraph) may only lead to a termination of this Agreement due to a Material Adverse Effect or a claim for misrepresentation or breach of warranty made under art. VI, but not to an adjustment of the Purchase Price.
Confirmatory Due Diligence. During the period commencing as of the date of this Agreement and ending at 5:00 p.m. Pacific Time on the thirtieth (30th) day thereafter (the “Termination Time”), Seller and Buyer shall use their best efforts to schedule and attend meetings with the head or assistant head of planning of each of the agencies listed on Schedule 2.6 for the sole purpose of allowing Buyer the opportunity to discuss with each such head or assistant head of planning the status of the Core Development Entitlements for the Owned Real Property located in said jurisdictions. Seller’s representatives shall have the right to attend any and all such meetings. If, and only if, during the course of such meetings Buyer first learns of any previously undisclosed judgment, order, decree, ordinance, regulation, moratorium or other Action, either pending or threatened in writing, by or before a Governmental Authority that would restrict the development of the Owned Real Property in accordance with the Core Development Entitlements in a manner that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, Buyer shall have the right to terminate this Agreement and receive the return of the Deposit if it provides written notice to Seller of such election on or prior to the Termination Time. Buyer acknowledges that it has reviewed the Core Development Entitlements, the Offering Memorandum, the Disclosure Schedules, and, subject to the cut-off date referred to in Section 10.3, all information, documents and other materials included in or provided through the Dataroom, and that the contents thereof and all matters set forth therein shall be deemed to have been disclosed to Buyer for purposes of the preceding sentence.
Confirmatory Due Diligence. The financial terms and other proposals set forth in this Letter are predicated on our having completed final financial, credit and legal due diligence review of Middlefield.
Confirmatory Due Diligence. The parties acknowledge that until 5:00 p.m. Pacific Standard Time on March 28, 2011, time being of the essence (the “Due Diligence Period Expiration Date”), Purchaser shall complete its confirmatory business, financial, insurance, Tax, accounting, legal, structural, seismic, property condition and other due diligence investigations of the Hotel Owner, Seller, the Seller Membership Interests and the Hotel. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Hotel Owner, Seller, the Seller Membership Interests or the Hotel, or any portion thereof, for any reason, or no reason whatsoever, then Purchaser shall, as its sole and exclusive remedy, elect to terminate this Agreement by providing written notice thereof to Seller prior to or on the Due Diligence Period Expiration Date. Any failure on the part of Purchaser to deliver written notice to proceed with the acquisition of the Seller Membership Interests pursuant to the terms of this Agreement, or to timely deliver the Additional Deposit pursuant to Section 2.5 hereof, shall automatically be deemed an election on the part of Purchaser not to proceed with the Closing contemplated hereunder. If Purchaser delivers written notice to Seller of its election not to proceed with the Closing contemplated hereunder, or if Purchaser is deemed to have made such election, then the Deposit shall be immediately returned to Purchaser and the parties shall have no further rights or obligations under this Agreement except those which are expressly deemed to survive termination hereof. Escrow Agent shall confirm in writing to the parties upon the expiration of the Due Diligence Period Expiration Date whether it has received the Additional Deposit as of such date, and such confirmation shall constitute prima facie evidence for all purposes that this Agreement terminated as of the Due Diligence Period Expiration Date.
Confirmatory Due Diligence. After the First Payment Date, the Purchasers shall have the right to conduct a corporate, financial, tax, legal, business and technical due diligence and review on the Sale Shares, VTI, the VTI Subsidiaries and the Telco Assets (the “Confirmatory Due Diligence”) for a period not exceeding sixty (60) days from the First Payment Date (the “Confirmatory Due Diligence Period”); provided, however, that all documents, materials and information requested, and which may be in the possession of the Seller, shall have been complete and promptly provided to the Purchasers to determine whether any claim for adjustment or indemnification may be brought under terms to be agreed upon in this Agreement. For this purpose, the Seller shall give the Purchasers and their representatives such information relating to the Sale Shares, VTI, the VTI Subsidiaries and the Telco Assets, which may be in the possession of the Seller and as may be reasonably requested by the Purchasers to complete the Confirmatory Due Diligence.
Confirmatory Due Diligence. 4.1 Each Seller shall exercise all rights and powers available to him so as to procure that for the period from the date of this agreement until 5.00 p.m. on 19 December 2005 (the Confirmatory Due Diligence Period) the Purchaser, its accountants and other professional advisers and the Insurers (subject, where not covered by the Confidentiality Agreement, to giving such undertaking as to confidentiality as the Sellers shall reasonably require) are promptly given access to such employees of the Group Companies, such documents of the Group Companies, such premises occupied by the Group Companies and such other relevant persons, premises and documents to the extent contemplated by the Confirmatory Due Diligence Plan and responses to such questions in each case as may be reasonably required for the purposes of enabling the Purchaser to complete its due diligence in accordance with the Confirmatory Due Diligence Plan and responses to additional questions that may be reasonably raised by the Purchaser, its accountants and other professional advisers and the Insurers during the Confirmatory Due Diligence Period arising from the information provided during that period, provided that where persons, premises and documents other than those employed, occupied or held by the Group Companies are involved, the above obligation on the part of the Sellers shall be to the extent that the Sellers are reasonably able to procure access to such other persons, premises and documents.
Confirmatory Due Diligence. Following the Signing Date, the Purchaser will be granted the opportunity to perform a confirmatory due diligence in the areas set out in Annex 7.5 (the “Confirmatory Due Diligence”). However, the performance and/or the findings of the Confirmatory Due Diligence shall not have any effect on the Closing of the Transaction; in particular, the (satisfactory) outcome for the Purchaser of the Confirmatory Due Diligence shall neither be a Closing Condition nor shall it give the Purchaser a right to withdraw from the Transaction, to prevent or delay Closing and/or to otherwise amend or alter this Agreement (including 41 May 31, 2017 | page 38 of 115 EXECUTION VERSION the Purchase Price), unless any findings of the Confirmatory Due Diligence constitute or would result in a Material Adverse Change within the meaning of § 7(6) below.
