Confirmatory Due Diligence Sample Clauses

Confirmatory Due Diligence. The legal due diligence investigation by Buyer and Buyer Guarantor of the Licenses confirming, to the satisfaction of Buyer and Buyer Guarantor, ownership thereof by Seller, free and clear of all Encumbrances other than Permitted Encumbrances.
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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, LB Holdco, the LB 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, LB Holdco, the LB 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.
Sample 1
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.
Sample 1
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.
Sample 1Sample 2
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.
Sample 1
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 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.
Sample 1
Confirmatory Due Diligence. For the avoidance of doubt, no indemnification payments will be made by or on behalf of Seller under Section 6.01, and no representation or warranty contained in this Agreement will be deemed to be false or inaccurate for purposes of Section 3.02(c)(ii), by virtue of any action or inaction of any Party, or any Affiliate of any Party, as applicable, that is taken, or not taken, in connection with, or as a result of, any matter for which a remediation plan is established pursuant to Section 3 of that certain Equity Option Agreement between SWEPI LP and Crestwood Infrastructure Holdings LLC, dated as of September 27, 2016.
Sample 1
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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.
Sample 1
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.
Sample 1

Related to Confirmatory Due Diligence

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Due Diligence Materials Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

  • Completion of Due Diligence Each Purchaser shall have completed its legal, business and financial due diligence of the Company to its full satisfaction and shall be fully satisfied with the results thereof.

  • Periodic Due Diligence Review Borrower acknowledges that Lender has the right to perform continuing due diligence reviews with respect to the Collateral, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining and re-determining the Borrowing Base under Section 2.04(a) hereof, or otherwise, and Borrower agrees that Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Collateral securing the Loans, including, without limitation, ordering new credit reports and Appraisals on the applicable Collateral and otherwise regenerating the information used to originate such Eligible Collateral. Upon reasonable (but no less than one (1) Business Day) prior notice to Borrower, Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Collateral Files and any and all documents, records, agreements, instruments or information relating to such Collateral in the possession or under the control of Borrower and/or Custodian. Borrower also shall make available to Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Collateral Files and the Collateral. Borrower agrees to cooperate with Lender and any third party underwriter designated by Lender in connection with such underwriting, including, but not limited to, providing Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Collateral in the possession, or under the control, of Borrower. Borrower further agrees that Borrower shall reimburse Lender for any and all out-of-pocket costs and expenses incurred by Lender in connection with Lender's activities pursuant to this Section 11.15.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Satisfactory Completion of Due Diligence The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

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