Diligence Report Sample Clauses

Diligence Report. 4.3.1 By March 1 of each year, LICENSEE will submit a written annual report to JHU covering the preceding calendar year. The report will follow the Diligence Report Guidelines stated on EXHIBIT C and shall include information sufficient to enable JHU to satisfy reporting requirements of the U.S. Government and for JHU to ascertain progress by LICENSEE toward meeting this Agreement's diligence requirements. Each report will describe, where relevant:
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Diligence Report. No later than 15 business days prior to the applicable Closing Date, the Parties shall deliver to each other and to the Conflicts Committee a report (a "Diligence Report") signed by the officers of the respective Parties who are overseeing the due diligence review of the CK Properties and the CAPL Properties that are being exchanged at such Closing (a) confirming that the aggregate Floor EBITDA for the applicable CK Properties has been satisfied and summarizing (i) any material issues affecting any of such CK Properties of the types described in Section 2.3(b), (ii) any Baseline Contamination (as defined in the ERA) at any of such CK Properties and (iii) any exceptions to the representations and warranties made herein with respect to such CK Properties that were discovered in the course of such due diligence review and (b) a report prepared by an officer of Circle K overseeing the due diligence review of the CAPL Properties that are being transferred to Circle K summarizing (i) any material issues affecting any of such CAPL Properties of the types described in Section 2.3(b), (ii) any Baseline Contamination at any of such CAPL Properties and (iii) any exceptions to the representations and warranties made herein with respect to such CAPL Properties that were discovered in the course of such due diligence review. If a Property is not removed from the applicable Tranche pursuant to Section 2.3(b) as a result of information in the Diligence Report (or otherwise), then immediately upon the applicable Closing Date, the information in the Diligence Reports (to the extent such information, in the aggregate, provided a Party with the right to remove a Property from a Tranche pursuant to Section 2.3(b)) shall be deemed to have modified the representations and warranties contained herein accordingly, and the other Party shall be deemed to have irrevocably waived any right to indemnification under Article 7 with respect to such information; provided, that his Section 3.6 shall not affect in any manner whatsoever the allocation of responsibility for Baseline Contamination set forth in the ERA or any other provisions of the ERA (including, without limitation, the indemnification provisions of the ERA).
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Diligence Report. Until Medigen, an Affiliate or a Sub-licensee has achieved a first commercial sale of Products, Medigen shall provide a written semi-annual Diligence Report to Progen due on January 31 and July 31 following the Commencement Date. These Diligence Reports shall describe Medigen’s, an Affiliate or any Sub-licensee(s) technical efforts towards meeting the obligations of this agreement.
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Diligence Report. No later than 45 business days after the date hereof, Circle K shall deliver to CrossAmerica a report (a "Diligence Report") signed by an officer of Circle K who is overseeing the due diligence review of the Properties summarizing (i) any material issues affecting any of the Properties of the types described in Section 2.1, (ii) any Baseline Condition (as defined in the ERA) at any of the Properties and (iii) any exceptions to the representations and warranties made herein with respect to the Properties that were discovered in the course of such due diligence review. If a Property is not removed from the transaction pursuant to Section 2.1 as a result of information in the Diligence Report, then immediately upon the Closing Date, the information in the Diligence Report (to the extent such information, in the aggregate, provided CrossAmerica with the right to remove the Property from the transaction pursuant to Section 2.1), shall be deemed to have modified the representations and warranties contained herein accordingly, and CrossAmerica shall be deemed to have irrevocably waived any right to indemnification under Article 7 with respect to such information; provided, that this Section 3.6 shall not affect in any manner whatsoever CrossAmerica’s right to indemnification under Article 7 with respect to any other information in the Diligence Report or the allocation of responsibility for Baseline Condition set forth in the ERA or any other provisions of the ERA (including, without limitation, the indemnification provisions of the ERA).
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Diligence Report. CrossAmerica shall have received the Diligence Report in compliance with Section 3.6.
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Diligence Report. Until Novovet, an Affiliate or a Sub-licensee has achieved a first commercial sale of Products, Novovet shall provide a written semi-annual Diligence Report to Dyadic due on January 31 and July 31 following the Commencement Date. These Diligence Reports shall describe Novovet’s, an Affiliate or any Sub-licensee(s) technical, business and commercial efforts towards meeting the obligations of this agreement.
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Diligence Report. By March 1 of each year, LICENSEE will submit a written annual report to JHU covering the preceding calendar year. Reports may be submitted electronically to an email address provided on request by JHU. The report will follow the Diligence Report Guidelines stated on EXHIBIT C and shall include information sufficient to enable JHU to satisfy reporting requirements of the U.S. Government and for JHU to ascertain progress by LICENSEE toward meeting this Agreement's diligence requirements. Each report will include LICENSEE's most recent annual report filed with the United States Securities and Exchange Commission, if applicable, and describe, where relevant:
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Diligence Report. CrossAmerica and the Conflicts Committee shall have received the Diligence Report in compliance with Section 3.5.
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Diligence Report. The Administrative Agent and the Lenders shall have received, and be satisfied with, an accounting due diligence report prepared by a third party acceptable to the Administrative Agent and the Lenders.
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Related to Diligence Report

  • Diligence Reports Company shall provide all reports with respect to its obligations under Section 3.1 as set forth in Section 5.

  • Due Diligence Review; Information The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) 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, within a reasonable time period, to supply all such information reasonably requested by the Investors 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 Investors 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 such Registration Statement. The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

  • 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.

  • Diligence Materials The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.

  • Diligence Requirements Company shall use diligent efforts, or shall cause its Affiliates and Sublicensees to use diligent efforts, to develop Licensed Products and to introduce Licensed Products into the commercial market; thereafter, Company or its Affiliates or Sublicensees shall make Licensed Products reasonably available to the public. Specifically, Company or Affiliate or Sublicensee shall fulfill the following obligations:

  • Periodic Due Diligence Review The Borrowers acknowledge that the Lender has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of such Borrower and/or the Custodian. The Borrowers also shall make available to the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the each Borrower acknowledges that the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the Lender, at its option, has the right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties.

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

  • Due Diligence Session Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.

  • Due Diligence Fee Company shall pay the Investor a non-refundable due diligence fee of Five Thousand Dollars ($5,000) upon submission of the due diligence documents to the Investor.

  • 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.

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