Due Diligence and Information. The Company shall not be responsible for any due diligence in relation to the transaction and the Company acknowledges that any advice given by GEP, on the structuring of the objectives contemplated in this contract, shall be based on information provided by the Company.
Due Diligence and Information. We shall conduct our due diligence with respect to the Company and advise the Company on an appropriate structure and price for the Private Placement. To perform such services, we shall require that the Company: • furnish to us any and all information and data concerning the Company and its affiliates which we deem appropriate; • provide us and our representatives with reasonable access during normal business hours to the Company’s officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors; and • take such commercially reasonable actions as may be reasonably requested by us to effect the purposes of this Agreement. 000 Xxxx Xxx Xxxxxx, Xxxxx 000 Charleston, SC 29464 (V) 000-000-0000 (F) 000-000-0000 xxx.xxxxxx.xxx September 1, 2006 Page 2 Our Compensation As part of the compensation for services to be provided by us hereunder, the Company agrees (i) that in the event the Company determines to pursue one or more public or private offerings during the Exclusivity Period, we shall have the right but not the obligation to act as the Company’s lead placement agent or managing underwriter, with respect to such offering, and (ii) that in the event a placement agent agreement is not entered into by the Company and us by the end of the Exclusivity Period, the Company will reimburse us promptly for all out-of-pocket expenses (including the reasonable fees and expenses of our counsel and reasonable travel expenses) incurred by us in connection with our engagement hereunder, including due diligence and informational meetings, whether or not a transaction is consummated. In addition, in the event that the Company or any if its affiliates sells any of its securities during the Exclusivity Period other than through us, the Company shall pay us, as a reasonable estimate of the value of our services under this Agreement, 10% of the amount of gross proceeds raised by the Company or its affiliates during the Exclusivity Period. For the purpose of calculating the amount payable under this paragraph, the gross proceeds shall include, without limitation, cash, notes, securities, other property, payments made in installments, and the fair market value of any deferred investments contingent upon the future performance of the Company or any of its businesses or assets. In the event that we agree to act as lead placement agent in connection with the Private Placement, the Company and us will enter into a placement agent agr...
Due Diligence and Information. The Seller has disclosed a summary of the material costs relating to the Company’s interest in the Property in the Disclosed Data. EXECUTION VERSION PRIVATE & CONFIDENTIAL Part C : Environmental
Due Diligence and Information. 156 Copies of all deeds, documents and other information relevant to any Group Company’s interest in or use of any of the Property, are contained in the CD ROM annexed to the Disclosure Letter. OVERSEAS PROPERTY 157 In Part 8 of this Schedule, references to any English legal term for any action, remedy, method or judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term.
Due Diligence and Information. 15.8.1 * The copies of the lease or sublease and where applicable superior lease of the Properties contained in Disclosure Documents are true and materially complete copies and the said lease or sublease has not been varied or amended in any way. The Seller is not aware of any amendments to the said superior lease.
Due Diligence and Information. The Seller and each Designated Seller have provided copies of all title deeds and documents necessary to prove title of any Target Company or (in relation to the Business) the Business Seller to the Properties.
Due Diligence and Information. The Seller has provided true and complete copies of all material deeds, documents and other information relevant to the relevant Target Company's interest in or use of the Properties.
Due Diligence and Information. The Seller has provided copies of all material deeds and documents relating to the Seller Group’s or the Target Company’s interest in or use of any of the Existing Business Properties or the Target Company Properties, which in each case are accurate in all material respects.
Due Diligence and Information. 7.1 Each Target Company has provided true and complete copies of all deeds, documents and other information in its possession, or of which it is aware, that is relevant to each Target Company’s interest in or use of the Property or their value. Part D: Employment
Due Diligence and Information. The copies of deeds and documents provided by the Sellers relating to the Target Companies’ or the Business Seller’s interest in or use of any of the Properties are accurate in all material respects. Part D : Environmental
