Continuing Due Diligence. (a) In respect of each Unit to be Refurbished and undergoing Refurbishment, commencing on the Refurbishment Lock-in Date until the date of Final Completion of each such Unit, the Generator will permit, on an Open Book Basis, the Counterparty and the Counterparty’s Representatives to monitor and be fully- informed of the matters related to the Refurbishment, including by:
(i) providing the Counterparty with copies of the reports provided to its Limited Partners describing the progress of the Refurbishment of such Unit and describing the status of efforts made by the Generator to meet the applicable Milestone Date and the progress of the related design and construction work. Each report shall include the information specified in Exhibit 3.3 and shall be delivered to the Counterparty concurrently with the delivery of such report to the Limited Partners and, in any event, not less frequently than monthly;
(ii) (A) giving the Counterparty reasonable advance notice in the circumstances of and permitting the Counterparty’s Representatives to attend and observe, either in person or by conference call, project meetings held during and in respect of the Refurbishment of each Unit by the BP EPRB and any other formal meetings of officers of the Generator or personnel of the Generator’s project management and construction organization in respect of the Unit being Refurbished that would reasonably be expected to be relevant to the Counterparty to understand and verify the matters related to the commencement and conduct of such Unit’s Refurbishment; and (B) in addition to the meetings referred to in (A), and without any obligation on the Generator to provide notice thereof, the Counterparty’s Representatives may attend and observe, either in person or by conference call, any other meetings in respect of the Unit being Refurbished that would reasonably be expected to be relevant to the Counterparty to understand and verify the matters related to the commencement and conduct of such Unit’s Refurbishment; provided, however, the Counterparty will not be permitted to attend or receive notice of: (X) meetings of the directors of the general partner of the Generator (or any committees thereof) or meetings of the investors of the Generator, including any of its Limited Partners, current lenders or potential investors, partners or lenders; (Y) meetings for the purpose of preparing materials for the persons referred to in (X) or for meetings of persons referred to in (X); or (Z) m...
Continuing Due Diligence. At the request of the Purchaser, the Shareholder shall, from time to time, give or cause to be given to the Purchaser, its officers, employees, counsel, accountants and other representatives, upon reasonable notice to the Shareholder, reasonable access during normal business hours, without undue disruption to the Business of the Company or any Subsidiary, to the properties and assets and all of the books, minute books, title papers, records, files, Contracts, insurance policies, environmental records and reports, licenses and documents of every character solely to conduct continuing due diligence investigations of the Company and the Subsidiaries relating to the Business for the purpose of monitoring the Business until and through the Closing Date and to plan for transitional matters after the Closing. For these purposes, the Shareholder shall furnish or cause to be furnished to the Purchaser, its officers, employees, counsel, accountants and other representatives the information with respect to the properties or assets of the Company and the Subsidiaries as any of them may reasonably request. The Purchaser, its officers, employees, counsel, accountants and other representatives shall have the authority to interview, as reasonably necessary and without undue disruption to the Business of the Company or any Subsidiary, all employees, customers, vendors, suppliers and other parties having relationships with the Company and/or the Subsidiaries, and the Shareholder shall make such introductions as may be requested; PROVIDED, HOWEVER, that access to customers for investigatory purposes shall, if granted by the Shareholder, be undertaken in a commercially reasonably manner consistent with the best interests of the Company and the Subsidiaries and shall be subject to the prior consent of the Shareholder, which consent shall not be unreasonably withheld.
Continuing Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and Seller agrees to make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Loan Purchase Detail and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right, at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to Originate such Purchased Loan. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform continuing due diligence reviews of Seller and its Affiliates, directors, and Subsidiaries and the officers, employees and significant shareholders or members thereof. Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28 shall be paid by Seller. BUYER: Associated Bank, N.A. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Senior Vice President SELLER: SIRVA Mortgage, Inc., an Ohio corporation By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx, President Applicable Annexes [X] Annex 1 Customized Terms [X] Annex 2 Representations and Warranties Concerning Mortgage Loans
Continuing Due Diligence. The Company shall provide financial and marketing information to the Lender on a weekly basis. The content and list of required information that the Borrower will supply will be in a format that is acceptable to the Lender. No additional draws will be supplied as long as the Borrower is in default of this provision.
Continuing Due Diligence. Buyer and its accountants, counsel and other representatives, shall be afforded as much access as practicable during the period prior to the Closing or termination of this Agreement to (i) matters related to the Shares, (ii) Company’s properties, personnel, books, contracts, commitments and records and (iii) all other information concerning the business, properties and personnel of Company as Buyer may reasonably request, and Seller and Administrators shall take all reasonable measures to provide Buyer the opportunity to review all documents and materials relevant to the Shares and the Company and to ask questions of, and receive answers from any of the directors, officers, employees, agents, or representatives of Seller, the Company and/or Administrators relating to the Company. All such continuing due diligence shall be scheduled so as to minimize disruption of the Company’s operations. Neither the Company nor the Seller shall be required to incur any out of pocket expenses related to the due diligence unless Buyer agrees to reimburse for same.
Continuing Due Diligence. Subject to the provisions hereof, the Property Manager shall allow Buyer, its authorized agents or representatives, at Buyer's expense, to continue to review and make copies of the Property Information, Governmental Records and other Due Diligence Materials (to the extent such documents and property records are in Property Manager's possession at the Property Manager's office) for purposes of confirming Seller's compliance with its covenants contained in Section 4.10, it being agreed that as of the date hereof, Buyer has completed its due diligence. Such review shall be on at least twenty-four (24) hours' prior telephonic or written notice from Buyer. Notwithstanding anything in this Agreement to the contrary, Seller shall have no obligation to make available to Buyer, and Buyer shall have no right to inspect or make copies of, any of the Excluded Documents. Buyer is permitted to review customary review of publicly available Governmental Records. It is understood by the parties that Seller does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information contained in Seller's files or in the documents produced by Seller, including, without limitation, any environmental audit or report. Buyer acknowledges that Seller and Seller's affiliates shall have no responsibility for the contents and accuracy of such disclosures, and Buyer agrees that the obligations of Seller in connection with the purchase of the Property shall be governed by this Agreement irrespective of the contents of any such disclosures or the timing or delivery thereof.
Continuing Due Diligence. At the request of the Purchaser, the Shareholder shall, from time to time, give or cause to be given to the Purchaser, its officers, employees, counsel, accountants and other representatives, upon reasonable notice to the Shareholder, reasonable access during normal business hours, without undue disruption to the Business of the Company, to the books, minute books, title papers, records, files, Contracts, insurance policies, licenses and documents of every character solely to conduct continuing due diligence investigations of the Company for the purpose of monitoring the Company until and through the Closing Date and to plan for transitional matters after the Closing. For these purposes, the Shareholder shall furnish or cause to be furnished to the Purchaser, its officers, employees, counsel, accountants and other representatives the information with respect to the properties or assets of the Company as any of them may reasonably request.
Continuing Due Diligence. From and after the date hereof through the Closing, Seller shall furnish Purchaser with such additional financial and operating data and other information as to the operations, business, properties and assets of the Seller, reasonably available to Seller, as Purchaser shall from time to time reasonably require and, to the extent that such data and information is not otherwise available, Seller shall give and afford to the Purchaser access at reasonable times during the Seller's normal business hours to the facility, properties and books and records relating to the Seller, the Business and the Assets, in order that Purchaser may have a continuing opportunity to familiarize itself with the affairs of the Seller and conduct an appraisal of the Assets; provided, however, that the foregoing shall be conducted in such manner and at such times as not to interfere unreasonably with the operations of the Seller or adversely effect the Seller, the Business or the Assets.
Continuing Due Diligence. Purchaser’s sole right to reject and to not purchase Assets (other than on account of Seller’s failure to perform its obligations under this Agreement) shall be pursuant to Section 3.1 above. Notwithstanding to the foregoing, Purchaser, for its own account, may inspect, test, or survey any Property, and subject to the terms of the applicable Loan Documents, any Collateral Property (in each case, Sellers may provide a representative to accompany Purchaser), at any reasonable time during business hours during the Due Diligence Period and at any reasonable time during business hours up until the Closing Date. Purchaser shall have the right to review all of the Due Diligence Materials and to conduct such due diligence as is deemed necessary or appropriate by Purchaser in connection with the transactions contemplated by this Agreement, including, without limitation, non-invasive or invasive environmental testing or engineering surveys of the Property, interviews with the Tenants (as hereinafter defined), and such other due diligence as is customarily conducted by purchasers of real property. Purchaser shall restore the Property to its condition existing immediately prior to Purchaser’s inspection thereof, and Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any inspection, whether occasioned by the acts of Purchaser or any of its employees, agents, representatives or contractors, and Purchaser shall indemnify and hold harmless Sellers and their respective agents, employees, officers, directors, affiliates and asset managers from any liability resulting therefrom. This indemnification by Purchaser shall survive the Closing or the earlier termination of this Agreement, as applicable.
Continuing Due Diligence. Beginning with the date of execution of this Agreement and continuing through the Closing Date, Universal and UFMG shall be entitled to an additional due diligence investigatory period during which it may conduct such review and examination of the books, records, financial statements, assets and liabilities of Rainbo and Xxxxx as Universal or UFMG deems appropriate.
