Due Diligence Access and Investigation Sample Clauses

Due Diligence Access and Investigation. (a) Between the Effective Date and the Closing Date, AIDEA will cause the Acquired Companies to cooperate with IGU with respect to the Due Diligence and AIDEA shall direct the Acquired Companies to: (1) afford IGU and its representatives reasonable access to the Acquired Companies’ personnel, properties, facilities, contracts, books and records, and other documents and data; (2) furnish IGU and its representatives with copies of all contracts, books and records, and other existing documents required by this Agreement or that IGU may reasonably request; and (3) furnish IGU and its representatives any additional financial, operating, and other data and information as IGU may reasonably request. In conducting its Due Diligence, IGU will coordinate with AIDEA’s designated agent prior to making direct contact with any of the personnel, vendors, or customers of the Acquired Companies regarding the Contemplated Transactions.
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Due Diligence Access and Investigation. ProMed Company and ProMed Subsidiary shall, through the Closing Date, (a) afford Holdings and its representatives and attorneys (collectively, the “Prospect Advisors”) full and free access to ProMed Company and ProMed Subsidiary’s properties, contracts, books and records, and other documents and data during normal business hours, (b) furnish Holdings and the Prospect Advisors with copies of all such contracts, books and records, and other existing documents and data as Holdings may reasonably request, and (c) furnish Holdings and the Prospect Advisors with such additional financial, operating, and other data and information as Holdings may reasonably request, including such information necessary to allow Holdings to make a determination of the adequacy and sufficiency of the internal controls of ProMed Company and ProMed Subsidiary (collectively, “Due Diligence Materials”). ProMed Company and ProMed Subsidiary shall permit the Prospect Advisors to make copies of the Due Diligence Materials. Neither Holdings nor the Prospect Advisors shall disclose the contents of any of said Due Diligence Materials to any third party without prior written consent of the Principal ProMed Shareholders, except: (i) as required by law; (ii) as may be reasonably necessary in connection with any litigation or dispute arising out of this Agreement or any of the transactions contemplated hereunder; (iii) information contained in any such materials that was already in the possession of Holdings prior to the date of commencement of negotiations between the ProMed Parties and Holdings; (iv) information contained in any such materials that is or becomes generally available to the public other than as a result of a disclosure by Holdings or its agents or employees in violation of this Section and (v) as necessary in the reasonable operation of the business of ProMed Company and ProMed Subsidiary and the management obligations of the same after the Closing Date.
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Due Diligence Access and Investigation. During the period from the date of this Agreement to the earlier of the termination of this Agreement and the Closing Date (the “Pre-Closing Period”), the Company and its Subsidiaries shall provide and VINCO shall be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company and its Subsidiaries and such examination of the books, records and financial condition of the Company and its Subsidiaries as it reasonably requests and to make extracts and copies of such books and records. No investigation by the VINCO prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company and its Subsidiaries contained in this Agreement or any related documents. In order that VINCO may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of the Company and its Subsidiaries, the Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination.
Sample 1See All (4)
Due Diligence Access and Investigation. ProCare shall, through the Closing Date, and subject to that certain Confidentiality and Non-Disclosure Agreement dated as of February 13, 2003, (a) afford Prospect and its representatives and attorneys (collectively, the “Prospect Advisors”) full and free access to ProCare’s properties, contracts, books and records, and other documents and data, (b) furnish Prospect and the Prospect Advisors with copies of all such contracts, books and records, and other existing documents and data as Prospect may reasonably request, and (c) furnish Prospect and the Prospect Advisors with such additional financial, operating, and other data and information as Prospect may reasonably request. ProCare shall permit the Prospect Advisors to make copies of ProCare’s written materials. To the extent any of the materials described in (a) through (c) above are in the possession or under the control of the ProCare Management Company, ProCare shall cause the ProCare Management Company to provide reasonable cooperation to Prospect and/or otherwise accommodate Prospect’s reasonable requests. Prospect shall have thirty (30) days after the later of (i) its receipt of all documentation and/or information requested prior to the date of execution of this Agreement or (ii) the date of execution of this Agreement (“Due Diligence Cut-Off Date”) to complete its due diligence investigation.
Sample 1
Due Diligence Access and Investigation. Between the date of this Agreement and the Closing Date, Seller will, and will cause its Representatives to: (a) afford Plum and its Representatives and prospective lenders and their Representatives (collectively, "Plum's Advisors") full and free access to the Property and any related contracts, books and records, and other documents and data; (b) furnish Plum and Plum's Advisors with copies of all such contracts, books and records, and other existing documents and data as Plum may reasonably request; and (c) furnish Plum and Plum's Advisors with such additional financial, operating, and other data and information as Plum may reasonably request. No investigation made by Plum or the Plum advisers shall affect Plum’s right to rely on any representation or warranty made by the Seller in this Agreement or in any agreement contemplated in this Agreement or derogate from the Seller’s acknowledgment of such reliance in Section 3.
Sample 1
Due Diligence Access and Investigation. Between the date of this Agreement and the Closing Date, Seller will, and will cause TSLLC and its Representatives to: (a) afford BacTech and its Representatives and prospective lenders and their Representatives (collectively, BacTech's Advisors) full and free access to TSLLC's personnel, properties, contracts, books and records, and other documents and data; (b) furnish BacTech and BacTech's Advisors with copies of all such contracts, books and records, and other existing documents and data as BacTech may reasonably request; and (c) furnish BacTech and BacTech's Advisors with such additional financial, operating, and other data and information as BacTech may reasonably request. BacTech represents and warrants that it is unaware of any material facts or circumstances that have not been disclosed in this Agreement which should be disclosed to the Seller in order to prevent the representations and warranties of the Seller contained herein from being materially misleading;
Sample 1
Due Diligence Access and Investigation. During the period from the date of this Agreement to the earlier of the termination of this Agreement and the Closing Date (the “Pre-Closing Period”), the VINCO shall provide and the Company shall be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the VINCO and such examination of the books, records and financial condition of VINCO as it reasonably requests and to make extracts and copies of such books and records. No investigation by the Company prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the VINCO contained in this Agreement or any related documents. In order that the Company may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of the VINCO, VINCO shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of VINCO to cooperate fully with such representatives in connection with such review and examination.
Sample 1
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Related to Due Diligence Access and Investigation

  • Access and Investigation (a) During the period commencing on the Agreement Date and ending at such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a), the Company shall, and shall cause its Subsidiaries and Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access, upon reasonable notice and during normal business hours, to the Company’s Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to the Company and its Subsidiaries (including the Company Owned IP); (ii) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; and (iii) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Company and its Subsidiaries to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act or similar act applicable thereto and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. No information or knowledge obtained by Parent or its Representatives in any investigation conducted pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Purchaser to consummate the transactions contemplated hereby (including the Offer and the Merger), or the remedies available to the parties hereunder. Notwithstanding anything to the contrary herein, neither Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or violate any applicable Law.

  • 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.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, 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. METALS, NEWCO, 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 Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Litigation and Investigations Promptly after (i) the occurrence thereof, notice of the institution of or any material adverse development in any material action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against any Consolidated Company, or any material property of any thereof, or (ii) actual knowledge thereof, notice of the threat of any such action, suit, proceeding, investigation or arbitration;

  • Access and Examination 46 7.7 Insurance............................................................47 7.8

  • 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.

  • 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 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.

  • Complaints and Investigations 1. This article applies to complaints or allegations made externally and not from normal supervisory activities.

  • Due Diligence Items Buyer’s Due Diligence shall consist of Buyer’s review and approval of the contents of the Seller Disclosures referenced in Section 7, and any other tests, evaluations and verifications of the Property deemed necessary or appropriate by Buyer, such as: the physical condition of the Property; the existence of any hazardous substances, environmental issues or geologic conditions; the square footage or acreage of the land and/or improvements; the condition of the roof, walls, and foundation; the condition of the plumbing, electrical, mechanical, heating and air conditioning systems and fixtures; the condition of all appliances; the costs and availability of homeowners’ insurance and flood insurance, if applicable; water source, availability and quality; the location of property lines; regulatory use restrictions or violations; fees for services such as XXX xxxx, municipal services, and utility costs; convicted sex offenders residing in proximity to the Property; and any other matters deemed material to Buyer in making a decision to purchase the Property. Unless otherwise provided in the REPC, all of Buyer’s Due Diligence shall be paid for by Buyer and shall be conducted by individuals or entities of Buyer's choice. Seller agrees to cooperate with Buyer’s Due Diligence. Buyer agrees to pay for any damage to the Property resulting from any such inspections or tests during the Due Diligence.

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