Definitive Documents and Due Diligence Clause Samples
The "Definitive Documents and Due Diligence" clause establishes that the final, binding agreements between parties are contingent upon the completion and satisfactory review of all necessary documents and due diligence processes. In practice, this means that any preliminary agreements or negotiations are not legally binding until all required contracts are executed and the parties have had the opportunity to thoroughly investigate each other's legal, financial, and operational status. This clause ensures that both parties are protected by allowing them to confirm all material facts and terms before committing, thereby reducing the risk of unforeseen liabilities or misunderstandings.
Definitive Documents and Due Diligence. This Term Sheet is indicative, and any final agreement shall be subject to definitive agreements, pleadings, court submissions, offering memoranda and other documents (“Definitive Documents”), which Definitive Documents shall be substantially consistent with the terms of this Term Sheet. The Definitive Documents shall contain terms, conditions, representations, warranties, and covenants, each customary for the transactions described herein consistent with the terms of this Term Sheet.
Definitive Documents and Due Diligence. This Term Sheet is indicative, and any final agreement shall be subject to definitive agreements, pleadings, court submissions, offering memoranda and other documents (“Definitive Documents”), which Definitive Documents shall be substantially consistent with the terms of this Term Sheet and the Plan Support Agreement and otherwise in form and substance acceptable to the Agent and the Requisite Participating Lenders (as defined in the Plan Support Agreement) in their sole discretion, except as otherwise provided herein. The Definitive Documents shall contain terms, conditions, representations, warranties, and covenants, each customary for the transactions described herein consistent with the terms of this Term Sheet and otherwise acceptable to the Agent and the Requisite Participating Lenders, except as otherwise provided herein.
Definitive Documents and Due Diligence. This Term Sheet is indicative, and any final agreement shall be subject to the Definitive Documents (other than the Amended LLC Agreement), which Definitive Documents (other than the Amended LLC Agreement) shall be substantially consistent with the terms of this Term Sheet. The Definitive Documents (other than the Amended LLC Agreement) shall contain terms, conditions, representations, warranties, and covenants, each customary for the transactions described herein consistent with the terms of this Term Sheet. The Amended LLC Agreement reflecting the terms in the Equity Term Sheet shall be entered into and in effect by all entities that will be receiving New Common Units or New Participating Preferred Units.
Definitive Documents and Due Diligence. This Term Sheet is non-binding and indicative. Any final agreement shall be subject to Definitive Documents, pleadings, court submissions and other documents, as well as additional legal, financial, tax and business due diligence, each substantially consistent in all respects with the terms of this Term Sheet and the RSA. The Definitive Documents shall be substantially consistent in all respects with the terms of this Term Sheet and the RSA and otherwise in form and substance reasonably acceptable in all respects to the Debtors and the Requisite Consenting Lenders, including with respect to any modifications, amendments, or supplements to such Definitive Documents, provided that each of the organizational, governance and exit credit documents contemplated by this Term Sheet and the RSA shall be substantially consistent in all material respects with this Term Sheet and the RSA and reasonably acceptable to the Requisite Consenting Lenders in all respects (it being understood that any objection by the Requisite Consenting Lenders to any provision of the organizational, governance or exit credit documents contemplated by the RSA and this Term Sheet that would materially and adversely affect the recoveries of the First Lien Lenders contemplated therein, or to have a material and adverse impact on the governance structure of the Wind Down Entity shall be deemed to be reasonable). The undersigned (“Transferee”) hereby acknowledges that it has read and understands the (i) Restructuring Support Agreement, dated as of May [ ], 2016 (the “Agreement”), by and among (x) Hercules Offshore, Inc., a Delaware corporation, and each of its direct and indirect subsidiaries party thereto, (y) [TRANSFEROR’S NAME] (“Transferor”) and (z) certain other First Lien Lenders and, in certain cases, holders of HERO Common Stock, party thereto, and (ii) the Amended and Restated Forbearance Agreement and (x) agrees to be bound by the terms and conditions of the Agreement and the Amended and Restated Forbearance Agreement to the extent Transferor was thereby bound, (ii) hereby makes all representations and warranties made in the Agreement and the Amended and Restated Forbearance Agreement by all other Ad Hoc Group Members and Lenders (as defined in the Agreement and the Amended and Restated Forbearance Agreement, respectively), and (iii) shall be deemed an Ad Hoc Group Member under the terms of the Agreement. The Transferee is acquiring First Lien Claims2 from Transferor in the amounts set...