Due Diligence Activities. Each party shall comply with the limitations on the disclosure and use of information set forth in the Confidentiality Agreement with respect to information that the other party provides in and pursuant to this Agreement. Buyer shall coordinate its contacts with Employees with officers of Seller and shall not conduct any soil, groundwater or other environmental sampling in connection with the transactions contemplated hereby without the prior written consent of Seller. Buyer shall refrain from imposing any undue burden upon Aptus and from interfering with its operations while conducting due diligence activities and preparing for the Closing. Buyer has concluded its due diligence investigation of the Business.
Due Diligence Activities. The parties hereby amend and restate Section 4.21 of the Agreement by deleting it in its entirety and inserting the following in place thereof and in substitution therefor:
Due Diligence Activities. (a) During the Due Diligence Period, the following shall occur: (1)
Due Diligence Activities. Due Diligence shall include, but not be limited to:
2.2.1 Review of the books and records of the Business including the financial records and customer records.
2.2.2 Review of the Business's employee compensation, benefits, and bonus plans. Review of the employment records of the Business, including I9 forms.
2.2.3 Review of records including health, workers' compensation, and other benefit records of employees of the Business and conduct interviews of key personnel of the Business.
2.2.4 Review and inspection of Contracts, Equipment, Inventory, and Trade Accounts Receivable of the Business.
2.2.5 Review and inspection of each of the Leased Locations and contacting each of the landlords of the Leased Locations to obtain an estoppel certificate.
2.2.6 During the Due Diligence Period, and in order to assist Buyer with Buyer's inspections and investigations of the Purchased Assets, the Seller shall provide Buyer and Buyer's representatives with reasonable access to and copies of all existing studies, reports, and records, including financial, customer and employee records, relating to the Business and the Purchased Assets. Seller shall fully cooperate with Buyer and shall promptly provide Buyer with all relevant information currently available to Seller and requested by Buyer during the Due Diligence Period.
2.2.7 After execution of this Agreement and after Xxxxxx Xxxxxxxx advises Xxxxxx Windows and Doors of this Agreement, Buyer may discuss and review the Business with Xxxxxx Windows & Doors including any performance requirements by Xxxxxx Windows & Doors.
Due Diligence Activities. The following Section 4.21 is hereby added to the Servicing Agreement as follows:
Due Diligence Activities. 4 2.3 Confidentiality During Due Diligence...............................5 2.4
Due Diligence Activities. Due Diligence shall include, but not be limited to:
2.2.1 Review the status of the Leases including obtaining an estoppel certificate from each lessor confirming the lease terms and that there are no defaults or facts that constitute a default under the terms of the Leases.
Due Diligence Activities. During the Option Term, Tenant or its representatives shall have, and Landlord hereby grants Tenant, the right of access to Landlord’s Property, for the purpose of determining the feasibility of solar energy conversion and power generation thereon, including studies of available sunlight, water and other data and extracting soil samples, making surveys, physical inspections and investigations, conducting transmission, interconnection and environmental studies and other customary due diligence activities, and installing temporary solar equipment to evaluate the proposed use of Landlord’s Property under the Lease (collectively, “Due Diligence Activities”). Tenant will notify Landlord of the location and time of the Due Diligence Activities and will endeavor to minimize any inconvenience to Landlord. All data and other information derived from such Due Diligence Activities shall be and remain the sole property of Tenant. Tenant shall repair or reimburse Landlord for the cost of any damages caused by Xxxxxx’s Due Diligence Activities. In addition, Xxxxxx will be responsible for all costs incurred by it in conducting the Due Diligence Activities.
Due Diligence Activities. 8 2.3 CONFIDENTIALITY DURING DUE DILIGENCE............................... 9 2.4
Due Diligence Activities. Due Diligence shall include, but not be limited to:
2.2.1 Review the status of title to the Locations, including obtaining preliminary title insurance reports from a title insurer selected by Buyer.
2.2.2 Obtain and review the Phase I environmental audits of the Locations conducted by TRC Environmental Company. The cost of the Phase I environmental audits shall be paid by Buyer.
2.2.3 Review and conduct surveys of the Locations.
2.2.4 Review any appraisals previously obtained by KBI or Sellers of the Locations.
2.2.5 Review of the books and records of the Business including the financial records and tax records and customer records. Review procedures and policies for billing customers for work in progress.
2.2.6 Review and conduct a review of the Reference Balance Sheet, including the underlying working papers.
2.2.7 Review of KBI's employee compensation, benefits, and bonus plans;
2.2.8 Review of employee records of the Business including health, workers' compensation, and other benefit records and conduct interviews of key personnel.
2.2.9 Review of Equipment, Inventory, Trade Accounts Receivable and trade accounts payable of the Business.
2.2.10 Review and conduct an audit of the liabilities of KBI.
2.2.11 Obtain estoppel certificates from any lessors of real or personal property to the Company.
2.2.12 Review and obtain copies of all insurance policies.
2.2.13 Review and analyze KBI's accounting principles.
2.2.14 Review terms of leases for the Locations.
2.2.15 Buyer and Sellers shall jointly prepare the list of Excluded Assets and Excluded Liabilities to be included in SCHEDULE 1.15. Unless identified as an Excluded Asset, all assets used in connection with the Business shall be assets of the Company.
2.2.16 Contact key customers of the Company, in coordination with the Company, regarding the status of contracts with KBI and impact, if any, of KBI's assignment of contracts to the Company and Buyer's acquisition of forty-nine percent (49%) of the Interest in the Company.
2.2.17 Sellers shall fully cooperate with Buyer and shall promptly provide Buyer with all relevant information currently available that is requested by Buyer during the Due Diligence Period. In the event this Agreement is terminated for any reason, then all documents provided by Sellers to Buyer, and all copies made thereof, shall be returned to Sellers pursuant to the terms of the Confidentiality Agreement.
