Due Diligence, Etc Sample Clauses
The "Due Diligence, Etc" clause establishes the obligation of one or both parties to conduct thorough investigations and assessments before finalizing an agreement or transaction. In practice, this may involve reviewing financial records, legal compliance, operational procedures, or other relevant information to verify the accuracy of representations made by the other party. The core function of this clause is to ensure that parties have the opportunity to identify potential risks or issues in advance, thereby reducing the likelihood of disputes or unforeseen liabilities after the agreement is executed.
Due Diligence, Etc. The Investor acknowledges that the Sellers own the Securities to be purchased by the Investor hereunder for investment purposes only and that, prior to the date hereof, the Investor has had the opportunity to conduct such investigation as it deems appropriate with respect to each of the Issuers, including, if applicable, by examination of each Issuer's public filings under the Securities Act and the Exchange Act. The Investor's decisions to purchase the Securities are based on Seller's own evaluation of the risks and merits of the purchase and not any information furnished by or on behalf of any Seller or other Person; provided, however, that nothing contained herein will limit any of the express representations or warranties of the Sellers set forth herein.
Due Diligence, Etc. Purchaser shall, in its sole discretion, be satisfied with the results of its due diligence regarding the Seller and the Company, including the manner in which the related party transactions among the Company and its Subsidiaries, on the one hand and the Seller and Seller's Affiliates, on the other hand have been addressed as contemplated by Section 6.20.
Due Diligence, Etc. The Note Purchaser represents and warrants that it (a) is a sophisticated investor familiar with transactions similar to its investment in the Note, (b) understands that an investment in the Note involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances, (c) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Note and (d) is able to bear the economic risk of its investment. The Note Purchaser represents and warrants that it has had access to such financial and other information concerning the transaction and the Issuer as it has deemed necessary or appropriate in order to make an informed investment decision with respect to its acquisition of the Note. The Note Purchaser represents and warrants that it is not relying on the Issuer or any of its Affiliates for information with respect to the Note or any security therefor. The Note Purchaser has sought such accounting and tax advice in connection with its investment in the Note as it has considered necessary. The Note Purchaser understands that none of the Issuer, the Secured Party, the Owner Trustee or the Administrator makes any representation or warranty as to the proper characterization of the Note for legal investment or other purposes, or as to the ability of particular investors to purchase the Note for legal investment or other purposes, or as to the ability of particular investors to purchase the Note under applicable investment restrictions.
Due Diligence, Etc. Buyer will have completed its due diligence inquiry to its reasonable satisfaction, including its reasonable satisfaction (i) with Seller's audited Financial Statements for 1999 and the most recent interim period, (ii) that there are no contingent or reasonably possible claims or liabilities that can reasonably be viewed to adversely affect in any material respect the Business or condition, financial or otherwise, of Seller and (iii) that there has been no material adverse change in the Business or condition, financial or otherwise, of Seller prior to Closing. Buyer's opportunity to conduct due diligence and its decision to close based thereon will not limit or diminish any representation, warranty, indemnity obligation or other duty of Seller hereunder.
Due Diligence, Etc. Buyer will have completed its due diligence inquiry to its reasonable satisfaction, including its reasonable satisfaction (i) with the Financial Statements and Seller’s financial statements for the most recent interim period, (ii) that there are no contingent or reasonably possible claims or liabilities that can reasonably be viewed to materially adversely affect the Business or the Acquired Assets and (iii) that there has been no material adverse change in the Business or condition, financial or otherwise, of Seller prior to Closing. Buyer’s opportunity to conduct due diligence and its decision to close based thereon will not limit or diminish any representation, warranty, indemnity obligation or other duty of Seller, Stockholder, or their Affiliates hereunder.
Due Diligence, Etc. Completion of all business and legal due diligence satisfactory to the Lender, including without limitation the completion of all lien and litigation searches, background checks, the completion of all due diligence required by the Lender, review of the Lisbon Acquisition and the Lisbon Acquisition Documents, review of all material debt agreements and other material agreements and all other documents listed on any closing list delivered in connection with this agreement, all in form and substance satisfactory to the Lender;
Due Diligence, Etc. The Borrowers shall have compiled information substantially similar to the items required by Section 2.1 of this Agreement.
Due Diligence, Etc