Due Diligence Documentation. A written report of the results of the environmental due diligence must be developed under the direction of the Environmental Department. The report must state a conclusion regarding whether environmental contamination was observed or is potentially present at the facility. If remedial actions were undertaken, the report must document the conduct of the remedial actions and the environmental conditions present post-remediation. Prior to finalization, the report must be reviewed by both the Environmental and Legal Departments (Environmental Counsel). The written report must be distributed to the requesting party (i.e., Facilities, Property Assets), the Environmental Department and the Legal Department (Environmental Counsel).
Due Diligence Documentation. (a) During the Due Diligence Period, Seller agrees to allow Purchaser, Purchaser’s prospective lenders and Purchaser’s and Purchaser’s prospective lenders’ engineers, architects, employees, agents and representatives (collectively, “Purchaser’s Agents”) reasonable access to the Property and to the records of the Property and Owner maintained by Seller or Owner at Seller’s offices during normal business hours. Such access shall be solely for the purposes of (i) reviewing the leases, the service contracts and any records relating thereto; (ii) reviewing records relating to revenues and operating expenses; (iii) inspecting the physical condition of the Property and conducting non-intrusive physical or environmental inspections of the Property; and (iv) reviewing at Seller’s offices such other records and information of Seller or Owner with respect to the Property or Owner in the possession or control of Seller or Owner as Purchaser shall reasonably request to review and examine in connection with the inspections and reviews contemplated herein (any such items (i) through (iv) delivered or made available to Purchaser and Purchaser’s Agents by Seller shall collectively be know as the “Property Information”). Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property without first obtaining Seller’s consent (which consent shall not be unreasonably withheld or delayed) as to the timing and scope of work to be performed. Seller shall provide Purchaser and Purchaser’s Agents with reasonable access to interview Manager, on no less than two Business Days’ prior notice, provided Seller shall be permitted to cause one or more of its representatives to be present at any such interview, and shall instruct Manager to cooperate fully with Purchaser and Purchaser’s Agents in connection with Purchaser’s and Purchaser’s Agents’ due diligence and in answering any reasonable inquiries of Purchaser and Purchaser’s Agents.
(b) Purchaser agrees that, in making any intrusive or non-intrusive physical or environmental inspections of the Property, Purchaser and all of Purchaser’s Agents entering onto the Property shall carry not less than One Million Dollars ($1,000,000.00) commercial general liability insurance insuring all activity and conduct of Purchaser and such representatives while exercising such right of access. Seller and Owner shall be named as an additional insureds on such commercial general liability policy. Purchaser will use com...
Due Diligence Documentation. Buyer acknowledges receipt from Seller of the Due Diligence Documentation. For purposes of this Agreement Due Diligence Documentation shall mean the items set forth on EXHIBIT B. BUYER ACKNOWLEDGES AND AGREES THAT THE DUE DILIGENCE DOCUMENTATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND THAT NEITHER SELLER, NOR ITS AFFILIATES, NOR THE PERSON OR COMPANY WHICH PREPARED ANY OF THE DUE DILIGENCE DOCUMENTATION (COLLECTIVELY, THE "AUTHOR") HAVE MADE OR MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE DUE DILIGENCE DOCUMENTATION. BUYER AGREES THAT NEITHER SELLER, NOR ITS AFFILIATES, NOR ANY AUTHOR, NOR ANY OTHER PERSON, WILL HAVE ANY LIABILITY TO BUYER OR ANY OF BUYER'S CONTRACTORS RESULTING FROM THE USE OF THE DUE DILIGENCE DOCUMENTATION. BUYER FURTHER AGREES THAT BUYER AND BUYER'S CONTRACTORS SHALL INDEPENDENTLY INSPECT AND INVESTIGATE THE PROPERTY AND VERIFY SUCH INFORMATION WITH RESPECT TO THE PROPERTY AS SAID PARTIES DEEM NECESSARY OR DESIRABLE TO FULLY EVALUATE THE PROPOSED TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE PHYSICAL CONDITION AND ECONOMIC STATUS OF THE PROPERTY. BUYER SHALL NOTIFY ANY OF BUYER'S CONTRACTORS OF THE PROVISIONS OF THIS PARAGRAPH BEFORE DELIVERING ANY OF THE DUE DILIGENCE DOCUMENTATION TO ANY OF THEM.
Due Diligence Documentation. 15 7.5 Land Suitability Studies..........................................15 7.6 Inspection Rights and Obligations of Buyer........................15 7.7 Inspection Obligations of Seller..................................16 7.8
Due Diligence Documentation. 18 SECTION 7.5
Due Diligence Documentation. 5.1 No later than 30 (thirty) days after execution of this Agreement, NMHG BRASIL undertakes to deliver to SYNERGY the documentation listed in Attachment 1.
5.2 SYNERGY will have 30 (thirty) days to review such documentation and to request additional documentation, if there is a plausible justification.
5.3 No later than 30 (thirty) days after receipt of all documentation delivered by NMHG BRASIL, SYNERGY shall notify NMHG BRASIL concerning any problem found in the documentation that would prevent the conclusion of the purchase and sale of the Real Estate, or declare its approval of the documentation. The absence of any such notice by SYNERGY within the term stipulated herein will be deemed an acceptance by SYNERGY of the documentation submitted by NMHG BRASIL.
5.3.1 If SYNERGY sends a written notice to NMHG BRASIL informing of problems found in the documentation, NMHG BRASIL will have 30 (thirty) days to solve the pending issue. If the pending issue or problem remains unsolved upon expiration of such term, the parties shall try once more to reach an agreement within a new period no longer than 60 (sixty) days, aiming the preservation of the subject matter of this Contract and its legal certainty. Not being possible this agreement, SYNERGY will be entitled to terminate this Agreement pursuant to Sub-clause 10.2 below.
5.4 No later than 15 (fifteen) days prior to the Closing Date, SYNERGY may request NMHG BRASIL to provide the updated certificates of NMHG BRASIL, as well as the updated title record (matrícula) of the Real Estate and copy of the IPTU payment slips (tax over the Real Estate) of the current fiscal year. If there is no material change and provided that the conditions precedent stipulated in Clause 6 below are duly satisfied, the Closing shall take place in the form stipulated in Subclause 6.2 below.
5.4.1 If there is any material change in any updated documents provided pursuant to Subclause 5.4 in relation to the documents provided pursuant to Subclause 5.1, SYNERGY may request clarification from NMHG BRASIL. No later than 10 (ten) days prior to the Closing Date, SYNERGY must send a written notice to NMHG BRASIL informing if it agrees with the documentation submitted as per Sub-clause 5.4 hereinabove or if the problem found in the documentation represents an Encumbrance which makes it impossible to complete the purchase and sale of the Real Estate and in such event SYNERGY may terminate this Agreement pursuant to Subclause 10.1 below.
Due Diligence Documentation. All documentation furnished by BYL or BYL Bank to Funding, including, without limitation, reports, contracts, leases, licenses, agreements of any kind, opinions of counsel, advisory opinions, governmental certifications or approvals (whether local, state or federal), governmental reports or audits (whether local, state or federal) is true and correct in all material respects as of the dates thereof, and no material change in any of the same has occurred.
Due Diligence Documentation. All the documents relating to the TBG Group and the TBG Group Business disclosed to PGL or its advisers by or on behalf of MBC prior to the date of this Agreement contained in the Data Room. Duty Any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes, but is not limited to, any interest, fine, penalty, charge or other amount imposed in respect of the above but excludes any Tax. Employees The persons employed by the TBG Group, the details of whom are set out in the Due Diligence Documentation. Encumbrance An encumbrance or security interest, including but not limited to a mortgage, a fixed charge, a floating charge, a pledge, lien, conditional sale agreement, hire or hire purchase agreement, option, restriction as to transfer, use or possession, easement, or a subordination to a right of a person. End Date 30 November 2015 or such other date as the parties may agree in writing. Equipment Leases The agreements under which the Lease Equipment is leased by the TBG Group. General Meeting The general meeting of the members of PGL to be held on or before 30 November 2015 under the Notice of General Meeting to consider and vote on: 1 the PGL Resolutions;
Due Diligence Documentation. Please note - In order for the GLA to carry out the Due Diligence checks they will make prior to agreeing to the award of a Grant Agreement, the following documentation must accompany this application. Failure to supply all of the mandatory documentation will result in the application not being scored, and not progressing for consideration of funding. Please confirm that you have enclosed the following documentation with your application; (for ALL APPLICANTS) A copy of the most recent signed audited accounts or a copy of the most recent accounts signed by an independent and qualified accountant, to include a full set of notes to the accounts, Directors’ report, balance sheet, statement of the organisation’s turnover, profit & loss / income & expenditure (not abbreviated) and cash flow position for the most recent full year of trading / operations, where this information is not Yes A statement of the organisation’s cash flow forecast for the current year (Yes/No) Yes The organisation’s budget for the current year (Yes/No) Yes Financial Regulations - to include procurement rules (Yes/No) Yes Budgeted allocation of funding within the project or a budget detailing which activities within the recipient’s organisation will be funded, containing line details of proposed expenditure (e.g. staffing costs, stationery and publicity) THIS WILL BE INCORPORATED INTO THE PAYMENT TRIGGER CALCULATOR Evidence of Public Liability Insurance (Yes/No) Yes Evidence of Employer’s Liability Insurance (Yes/No) Yes A written Parent Company Guarantee (Yes/No) No, not applicable Consolidated Financial Accounts for the consortium (to be submitted by the Lead Partner). (Yes/No) No, not applicable
Due Diligence Documentation. The Buyer has been given access to copies of specific documentation concerning the Company (the "Due Diligence Documentation"). A list of the Due Diligence Documentation made available to the Buyer until the date hereof is set forth in Schedule 17. Upon Completion, the Due Diligence Documentation shall become the property of the Company.
