Due Diligence Information. The due diligence information presented to the Company by the Seller and Car Planner in connection with the Company’s due diligence investigation of Car Planner, including each of the representations, warranties and covenants of Car Planner and the Seller in this Agreement, is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
Due Diligence Information. 5.1 Within ten (10) days of the Effective Date, or as soon as possible thereafter (if such documentation is not completed or received by Seller within such ten (10) day period), Seller shall provide Purchaser with the following information: (a) the Lease, in substantially the same form as that attached as EXHIBIT "B" proposed by Seller to be executed by the parties; (b) environmental reports pertaining to the Property in Seller's possession (Seller will not be required to obtain new environmental reports); (c) tax data for the Property, if available; (d) the most recent boundary survey of the Property available; (e) an irrevocable commitment for the Title Policy issued by the Title Insurer/Escrow Agent and copies of all exception documents in Seller's possession; and (f) an As-Built Survey of the Property (collectively, "DUE DILIGENCE INFORMATION").
Due Diligence Information. In order for the Promoter, Canco and CDNM to complete the due diligence on the business and operations of the Shareholders and Blueberries, the Shareholders and Blueberries agree to grant them access to the following information:
(a) all financial accounts and corporate records of Blueberries;
(b) all information relating to the NP Cultivation License, the Psychoactive Cultivation Application and the Manufacture Application;
(c) all material contracts entered into by Blueberries;
(d) details of all employees of Blueberries and the terms of engagement;
(e) details of all insurance policies and banking arrangements/facilities of Blueberries;
(i) copies of any other relevant licenses or regulatory approvals held or required by Blueberries in order to operate its business; details of all intellectual property of Blueberries and documents evidencing registration of all relevant mastheads, trademarks, business names, copyright material and patents; details of all freehold and leasehold properties owned or occupied by Blueberries, including all relevant agreements in respect of those properties; details of all fixed assets and plant owned by Blueberries; and
Due Diligence Information. 3.1 You shall provide Airwallex with the following information (the ‘Due Diligence Information’) in the form specified by Airwallex:
(a) if applicable, copies of your constitutional documents;
(b) description of your basic business operations;
(c) your enterprise email address;
(d) information on your legal and beneficial owners (if applicable);
(e) business names (both your legal and trading names);
(f) URL of your online sites;
(g) your shipping address;
(d) financial statements and information relating to your financial standing; and
(e) any other information we may reasonably request.
3.2 You shall provide Airwallex with any other relevant information upon Airwallex’s reasonable request from time to time (including, but not limited, to when Airwallex carries out annual or such other periodic reviews of your business and account with Airwallex).
3.3 You shall notify Airwallex of any changes to the Due Diligence Information in a timely manner as soon as reasonably practicable following such change. Upon the occurrence of such change, we may in our reasonable discretion decide whether to terminate the Services and these Terms immediately.
3.4 We will check the Due Diligence Information and decide if we will provide or continue to provide you with the Services.
3.5 We will monitor, assess and audit the Transactions and your business from time to time. We may opt to utilise a properly qualified third party to conduct such monitoring, assessment or audit.
3.6 If the outcome of the monitoring, assessment and/or audit is in our opinion unacceptable, we have the right to terminate the Terms in accordance with Clause 17.
3.7 You shall attend to, reasonably cooperate and participate in such monitoring, assessment, audits and/or random internet site visits as may reasonably be requested by us.
3.8 The Parties agree that failure to comply with Clauses 3.1, 3.2, 3.3 and 3.7 will be a material breach of these Terms by Xxxxxxxx.
Due Diligence Information. Seller will allow Buyer to review files prior to closing attesting that the financial and other information provided by Seller to Buyer concerning Seller's Business is accurate in all material respects. Buyer shall be allowed to randomly choose the files it would like to review.
Due Diligence Information. Seller shall, prior to the beginning of the Feasibility Period or as soon as commercially practicable after the Effective Date, provide to Purchaser the following:
(a) Any and all environmental reports, site assessments or governmental notices relating to the environmental condition of the Property which are in the possession of Seller (collectively, the "Environmental Report");
(b) Any and all surveys pertaining to the Property including boundary, topographic and tree surveys;
(c) Copies of any and all correspondence or notices regarding the Property's compliance or failure to comply with any governmental ordinance, code or regulation pertaining thereto;
(d) A copy of any and all permits, licenses and similar documents relating to the Property;
(e) Current agreement(s) with owner/partner(s) and preliminary title reports;
(f) Current property tax bills;
(g) Subdivision maps, with conditions;
(h) All current covenants, conditions and restrictions relating to the Property including public subdivision;
(i) Any soil, biological, geological and engineering reports;
(j) EIR, specific plan(s) and conditions of approval;
(k) Governmental zoning letter, will serve letters and development agreements;
(l) Plans/costs regarding grading, improvements, landscape and building architecture;
(m) Any other obligations of the ultimate lot buyers, including fees, design guidelines, bonds, or dues, plus limitations for the Purchaser;
(n) Any agreements between the Seller and the community residents that obligate the Purchaser to perform in any way for such residents, the local authority, and/or Homeowner's Associations;
(o) All disclosures regarding any significant impact on the Property (i.e., faults, flood zones, moratoria, etc.). The foregoing information shall hereinafter be referred to as the "Due Diligence Information"; however; the enumeration of the Due Diligence Information above shall not be construed to limit the information that Purchaser may require to conduct its evaluation of the Property. If, after reviewing the Due Diligence Information, Purchaser deems it necessary to receive additional information from Seller, then all such additional information shall also be referred to as the "Due Diligence Information."
Due Diligence Information. Client shall provide Consultant all information reasonably requested by Consultant to enable Consultant to be become sufficiently familiar with Client’s business so as to be able to provide the Services.
Due Diligence Information. The Seller has made available to the Purchaser all documents and other information provided to the Seller by or on behalf of Bairnco in connection with the Offer, the Merger and the other transactions contemplated by the Merger Agreement (the "Bairnco Information"). The Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the Bairnco Information, and the Purchaser acknowledges and agrees that the Seller makes no such representation or warranty and that the Seller shall have no liability to the Purchaser or any other person with respect to the accuracy or completeness of the Bairnco Information. The Purchaser further acknowledges and agrees that the Seller shall have no liability to the Purchaser or any other person relating to or resulting from the use of the Bairnco Information by or on behalf of the Purchaser.
Due Diligence Information. The due diligence information presented to Company by the Skylab Shareholders and Skylab in connection with Company's due diligence investigation of Skylab, including each of the representations, warranties and covenants of Skylab and each Skylab Shareholder in this Agreement, is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
Due Diligence Information. The due diligence information presented to YCNG by the FM Shareholders and FM in connection with YCNG's due diligence investigation of FM, including each of the representations, warranties and covenants of FM and each FM Shareholder in this Agreement, is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
