DUE DILIGENCE AND RELATED Sample Clauses

DUE DILIGENCE AND RELATED. 9.1 (a) Commencing on the date hereof through the date which is the later of: (i) January 31, 2015, and (ii) ten days after receipt of the last third party report requested by SCOLP or any supplements, modifications or revisions resulting after receipt of any initial reports (“Report Review Date”), provided that such initial reports shall have been ordered on or before the tenth business day after the Effective Date and further provided that in no event shall the Report Review Date extend beyond the date which is 75 days after the Effective Date (the "Investigation Period"), SCOLP may inspect and investigate all aspects of the Project, the Owner and the Holding Company, including, without limitation, the physical condition of the Project, all items of income and expense arising from the ownership and operation of the Project, and all documents relating thereto. At any time prior to the expiration of the Investigation Period and for any reason whatsoever, SCOLP may, at its option and in its sole and absolute discretion, terminate this Agreement by delivery of written notice to the party designated to receive notices on behalf of the Xxxxxx Entities as set forth in this Agreement, in which event none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations to any other party except as expressly provided herein.
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DUE DILIGENCE AND RELATED. 9.1 Commencing on the date hereof through the date which is the later of: (i) January 31, 2015; (ii) ten days after receipt of the last third party report requested by SCOLP or any supplements, modifications or revisions resulting after receipt of any initial reports (“Report Review Date”), provided that such initial reports shall have been ordered on or before the tenth business day after the Effective Date and further provided that in no event shall the Report Review Date extend beyond the date which is 75 days after the Effective Date; and (iii) 5 business days after the expiration of the period provided any homeowners’ association (or waiver by such homeowners’ association of its right) to purchase the Project or any project subject to any of the Other Contribution Agreements (the "Investigation Period"), SCOLP may inspect and investigate all aspects of the Project and the Owner, including, without limitation, the physical condition of the Project, all items of income and expense arising from the ownership and operation of the Project, and all documents relating thereto. At any time prior to the expiration of the Investigation Period and for any reason whatsoever, SCOLP may, at its option and in its sole and absolute discretion, terminate this Agreement by delivery of written notice to the party designated to receive notices on behalf of the Xxxxxx Entities as set forth in this Agreement, in which event none of Associates, the Owner, the Limited Partners or SCOLP shall have any further obligations to any other party except as expressly provided herein.
Sample 1
DUE DILIGENCE AND RELATED. 9.1 (a) Commencing on the date hereof through the date which is the later of: (i) January 31, 2015, and (ii) ten days after receipt of the last third party report requested by SCOLP or any supplements, modifications or revisions resulting after receipt of any initial reports (“Report Review Date”), provided that such initial reports shall have been ordered on or before the tenth business day after the Effective Date and further provided that in no event shall the Report Review Date extend beyond the date which is 75 days after the Effective Date (the "Investigation Period"), SCOLP may inspect and investigate all aspects of the Project, the Owner and the Holding Company, including, without limitation, the physical condition of the Project, all items of income and expense arising from the ownership and operation of the Project, and all documents relating thereto. At any time prior to the expiration of the Investigation Period and for any reason whatsoever, SCOLP may, at its option and in its sole and absolute discretion, terminate this Agreement by delivery of written notice to the party designated to receive notices on behalf of the Xxxxxx Entities as set forth in this Agreement, in which event none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations to any other party except as expressly provided herein. (b) SCOLP must, no later than 3 business days after the Effective Date, deposit with the law firm of Jaffe, Raitt, Heuer & Xxxxx, P.C. (“Escrow Agent”), in immediately available funds, an xxxxxxx money deposit of 10% of the Total Agreed Value (“Deposit”). The Deposit shall be fully refundable upon: (i) termination of this Agreement by SCOLP during the Investigation Period, (ii) termination of this Agreement by SCOLP upon failure of any condition to Closing; (iii) in the event any representation or warranty by any of the Xxxxxx Entities fails to be true and correct when made or at Closing; or (iv) upon failure by any of the Xxxxxx Entities to fully perform any covenant or agreement herein. In the event of the occurrence of any of items (i) through (iv) in the preceding sentence, SCOLP shall provide written notice to the Escrow Agent whereupon the Escrow Agent shall immediately return the Deposit to SCOLP. Return of the Deposit shall not constitute an election of remedies or prevent SCOLP from pursuing whatever other remedies are provided for herein. Upon issuance of the Units at Closing, the Deposit shall be returned ...
Sample 1

Related to DUE DILIGENCE AND RELATED

  • Due Diligence and Non-Reliance Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder. Each Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Obligors. Each Secured Party acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Secured Party will, independently and without reliance upon any other Secured Party, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of Agent or its Affiliates.

  • Due Diligence Fees Borrower agrees to pay a due diligence fee equal to Ten Thousand and No/100 United States Dollars (US$10,000) which shall be due and payable in full on the Closing Date, or any remaining portion thereof shall be due and payable on the Closing Date if a portion of such fee was paid upon the execution of any term sheet related to this Agreement. Lender acknowledges the receipt of Two Thousand Five Hundred and No/100 United States Dollars (US$2,500) from Borrower of such fee upon the execution of the term sheet.

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

  • 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 Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • 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.

  • 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.

  • 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.

  • Independent Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

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