DUE DILIGENCE BY THE MANAGERS Sample Clauses

DUE DILIGENCE BY THE MANAGERS. 5.1 The Company shall and shall cause the Directors, Promoters, Promoter Group to extend all necessary cooperation and assistance to the Managers and their representatives and counsel to visit the offices and other facilities of the Company and its Affiliates to
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DUE DILIGENCE BY THE MANAGERS. 5.1 The Company and Company Entities shall and the Company shall cause the Subsidiaries, Promoter, members of the Promoter Group, Group companies, Associates, to extend all co-operation and assistance to the Managers and their representatives and counsel to visit the offices and other facilities as required and as mutually agreed to (i) inspect their records, including accounting records, or review other information or documents, including in relation to legal proceedings; (ii) conduct due diligence of the Company and any other relevant entities relevant to the Offer, and other facilities of the Company and such other place(s) as may be required by the Managers (including to ascertain for themselves the state of affairs of any such entity including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents); and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditors, consultants and advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder shall extend all cooperation and assistance and such facilities to the Managers and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to itself, its respective Offered Shares and the Offer for Sale.
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DUE DILIGENCE BY THE MANAGERS. 6.1 The Company shall and shall cause the Directors, Promoter, members of the Promoter Group, Subsidiaries and Group Companies, to extend all co-operation and assistance to the Managers and their representatives and counsel to visit the offices and other facilities of each of the Company Entities and its Affiliates to (i) inspect their records, including accounting records, or review other information or documents including those relating to legal cases and the inspection conducted by RBI, the findings and corresponding responses by the Company; (ii) conduct due diligence of the Company Entities and any other relevant entities in relation to the Offer, and other facilities of the Company Entities and such other place(s) as may be required by the Managers (including to ascertain for themselves the state of affairs of any such entity including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents); and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditors, consultants and advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever. The Selling Shareholders shall extend all cooperation and assistance and such facilities to the Managers and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to itself, its respective Offered Shares and the Offer for Sale.
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DUE DILIGENCE BY THE MANAGERS. 7.1 The Company and the Promoter Selling Shareholders shall extend all cooperation and assistance to the Managers and their representatives and counsel to visit the offices and other facilities of each Company Entity, such Selling Shareholder and their respective Affiliates to (i) inspect their records, including accounting records, taxation records or review other information or documents, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditors, consultants and advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever. The Selling Shareholders shall extend all reasonable cooperation and assistance and such facilities to the Managers and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to themselves, its respective offered Equity Shares, and the Offer .
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DUE DILIGENCE BY THE MANAGERS. 5.1 The Company shall extend and shall cause each of the Company Entities, the Directors, Promoters, members of the Promoter Group, and Group Companies, to extend all co-operation and assistance to the Managers and their representatives and counsel to visit the offices and other facilities of Company Entities, subject to reasonable notice, to (i) inspect their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including the progress made in respect of any facts relevant to the Offer and review of relevant documents); and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditors, consultants and advisors to the Offer and have access to the directors, officers and Key Managerial Personnel of the Company or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever. Each Promoter Selling Shareholder shall extend all reasonable cooperation and assistance to the Managers and their representatives and counsel as may be reasonably requested by the Managers, and upon reasonable notice and during business hours to conduct due diligence in relation to its Promoter Selling Shareholder Statements.
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DUE DILIGENCE BY THE MANAGERS. 7.1 The Company and shall cause its Directors and the Promoter Selling Shareholders shall extend all cooperation and assistance to the Managers and their representatives and counsel to visit the offices of each of the Company or its Affiliates to: (i) inspect their records, including accounting records, or review other information or documents including in relation to legal proceedings; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents); and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditors, consultants and advisors to the Offer, financial institutions, banks, agencies or any other organisation or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever.
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DUE DILIGENCE BY THE MANAGERS. 9.1 The Company shall and shall cause its Subsidiaries, its Key Managerial Personnel and Directors to extend all cooperation, assistance and such facilities as may be reasonably requested by the Managers to enable representatives of the Managers and their legal counsel to visit the offices and assets of the Company or such other place(s) as may be required to: (i) inspect and review the accounting, taxation and other relevant records or to conduct a due diligence in relation to the Offer;
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Related to DUE DILIGENCE BY THE MANAGERS

  • TERMINATION BY THE CONTRACTOR If the Work is stopped for a period of thirty days under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing any of the Work under a contract with the Contractor, or if the Work should be stopped for a period of thirty days by the Contractor because the Architect has not issued a Certificate for Payment as provided in Paragraph 9.7 of these General Conditions or because the State has not made payment thereon as provided in Paragraph 9.7, then the Contractor may, upon seven additional days written notice to the State and the Architect, terminate the Contract and recover from the State payment for all Work executed and for any proven loss sustained upon any materials, equipment, tools, construction equipment and machinery, including reasonable profit and damages.

  • Release by the Contractor The acceptance by the Contractor of final payment shall release NYSERDA from all claims and liability that the Contractor, its representatives and assigns might otherwise have relating to this Agreement.

  • Termination by the Customer The Customer may terminate this Agreement by providing a written notice of termination to the Transfer Agent, specifying the date as of which this Agreement will terminate, which may be any date, including the date such written notice is provided, provided the circumstances described below giving rise to the termination right are continuing at the time of the Transfer Agent’s receipt of such written notice, if as a result of an Event Beyond Reasonable Control:

  • TERMINATION BY THE OWNER 14.2.1 The Owner may terminate the contract if the Contractor:

  • Reliance by Third Parties Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

  • Reliance by the State on Representations All payments by the State under this Agreement will be made in reliance upon the accuracy of all representations made by the Party in accordance with this Agreement, including but not limited to bills, invoices, progress reports and other proofs of work.

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