Due Diligence Complete. State Street hereby acknowledges that with respect to any Service Module dated as of the date of this Agreement:
(a) The BTC Recipients have delivered or made available to State Street information and documents State Street has deemed necessary, including information and documents requested by State Street, for State Street to understand fully its obligations under the Service Modules; and
(b) State Street’s due diligence is complete and there will be no changes to the Service Modules related in any way to State Street’s performance or non-performance of its due diligence.
Due Diligence Complete. Provider hereby acknowledges that as of the Effective Date:
(a) The BFA Recipients have delivered or made available to Provider information and documents Provider has deemed necessary, including information and documents requested by Provider, for Provider to understand fully its obligations under this Agreement; and
(b) Provider’s due diligence is complete and there will be no changes to this Agreement related in any way to Provider’s performance or non-performance of its due diligence.
Due Diligence Complete. Each of Heartland and CS Wireless shall have completed their business and legal due diligence investigation of the assets to be transferred under Section 4, the results of which shall be reasonably acceptable to the party performing such investigation.
Due Diligence Complete. Provider hereby acknowledges that as of the Effective Date:
(a) The Lending Funds have delivered or made available to Provider information and documents Provider has deemed necessary, including information and documents requested by Provider, for Provider to understand fully its obligations under this Agreement; and
(b) Provider’s due diligence is complete and there will be no changes to this Agreement related in any way to Provider’s performance or non-performance of its due diligence.
Due Diligence Complete. Nuprim Shareholders shall have provided any and all follow-up items of documentations to the satisfaction of Motif, so as to allow Motif to complete its due diligence review of Nuprim and the Iclaprim Assets.
Due Diligence Complete. (a) Provider acknowledges that Client has delivered or made available to Provider information and documents Provider has deemed necessary, including information and documents requested by Provider, for Provider to perform its obligations under this Agreement in accordance with its terms (the “Due Diligence Documents”).
(b) Provider shall not be relieved of any of its obligations under this Agreement, and, except as expressly set forth in Section 1.1.4 of Exhibit 2-N, Provider shall not request increases to the Charges or adjustments to the Service Levels, as a result of or relating to (i) Provider’s failure to review the Due Diligence Documents, or (ii) Provider’s failure to request any information or documents from Client. If Provider demonstrates that inaccuracies, errors or omissions contained in the Due Diligence Documents resulted from Client’s failure to provide the Due Diligence Documents and such inaccuracies, errors or omissions have a material adverse effect on Provider, then, if requested by Provider within three (3) months following the Effective Date, such impact will be addressed pursuant to Section 9.17 and the Change Control Procedures. For clarity, Provider shall identify to Client any information in the Due Diligence Documents that has been requested by Provider and not provided by Client and the foregoing sentence shall not apply to such information unless Provider has so notified Client.
(c) With respect to any attachments that include lists of assets, Software and third-party contracts, it was the intent of the Parties to create accurate and complete lists as of the Effective Date. In the event any assets, Software and/or contracts were not included on such lists but existed, with respect to this Agreement as of the Effective Date, upon Client’s request, such lists shall be amended to include such missing or “omitted” assets, Software and/or contracts, and Provider’s obligations shall include such assets, Software and/or contracts without an increase or change to Provider’s Charges under this Agreement.
Due Diligence Complete. Buyer shall have completed, to its satisfaction, its due diligence review of Seller, the Assets and the Business.
Due Diligence Complete. 42 4.7 Fees...............................................................................................42 Article V PRE-CLOSING COVENANTS......................................................................................43 5.1
Due Diligence Complete. Parent and Buyer have been given a proper and adequate opportunity to conduct, and have conducted, a full, thorough and exhaustive due diligence examination of the Business, the Facility, the Purchased Assets and the Assumed Liabilities.
Due Diligence Complete. Service Provider acknowledges and agrees that it will be solely responsible, at no cost or charge to Prudential, for any due diligence activities, including the obtaining or requesting of any information necessary to provide the Services in accordance with this Agreement, and the evaluation of any such information and data prior to entering this Agreement or an Engagement Schedule. Service Provider acknowledges and agrees that it will carry out to its satisfaction adequate due diligence activities and validation and verification activities on Prudential and any other recipient of the Services (including on any applicable Software, equipment, systems, third-party contracts or personnel) or any other aspects of the recipients' operations so that it can properly perform the Services described in the applicable Engagement Schedule in accordance with the terms of the applicable Engagement Schedule and this Agreement. Service Provider acknowledges and agrees that there will not be any opportunity or provisions that will allow for any adjustments (e.g., to the Fees, Service Levels or - Prudential Confidential- description of the Services) to the applicable Engagement Schedule, Statement of Work, or to the terms of this Agreement after the applicable Engagement Schedule Effective Date with respect to the Services to be provided by Service Provider under such Engagement Schedule due to Service Provider's failure to conduct adequate due diligence, except as may be agreed upon by Prudential in its sole discretion.
