Due Diligence Investigation by Purchaser Sample Clauses

Due Diligence Investigation by Purchaser. Until the expiration of four weeks from the Date Hereof or, if earlier, the termination of this Agreement pursuant to Section 13, Purchaser, through its employees and other representatives, will be provided full access to the Documents and Records of Acap and its subsidiaries as well as any other documents, instruments, agreements and other books, records and properties of Acap and its subsidiaries as Purchaser shall from time to time request. Any investigation shall be conducted in a manner which does not unreasonably interfere with the operation of the business of Acap and its subsidiaries. Purchaser will also be provided access to the attorneys, accountants or actuaries who, as third-party service providers, have performed services for Acap and its subsidiaries, provided prior arrangements are made for compensation by Purchaser required by such attorneys, accountants or actuaries and the granting of permission to them, as needed, to share with Purchaser the information reasonably requested from them by Purchaser. In the event of termination of this Agreement prior to the consummation of Closing, Purchaser shall deliver to Sellers all documents, work papers and other material obtained by Purchaser from Sellers or Acap and its subsidiaries, and shall not disclose to any third party, and shall not use, directly or indirectly, or through any subsidiary or affiliate, any information so obtained or otherwise obtained in connection herewith, and shall keep all such information confidential except (i) as required by court order or applicable law or any regulatory application or notice filed in connection with this Agreement or the transactions contemplated herein, (ii) as lawfully obtained from others and (iii) to the extent that such information is then in the public domain (provided Purchaser or its representative were not responsible for such information entering the public domain without the consent of Sellers).
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Due Diligence Investigation by Purchaser. The completion of any due diligence investigation by or on behalf of the Purchaser in respect of the Corporation or the Business on or prior to the Time of Closing shall not mitigate or otherwise affect the representations and warranties of the Vendor hereunder which shall continue in full force and effect as provided in section 5.1.
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Due Diligence Investigation by Purchaser. To the extent not already provided by Seller, until the Closing Date, Seller will (a) provide Purchaser and its officers, directors, employees, agents, counsel, accountants,
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Due Diligence Investigation by Purchaser. To the extent not already provided by Seller, until the Closing Date, Seller will (a) provide Purchaser and its officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (collectively, "Representatives") with reasonable access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the conduct of Seller's Xerox Laser Printer Maintenance Business, to Seller's accountants and to the Assets, and (b) furnish Purchaser and such other Persons with all such information and data (including without limitation copies of Business Contracts, and other Business Books and Records) concerning Seller's Xerox Laser Printer Maintenance Business, the Assets and the Assumed Liabilities as Purchaser or any of such other Persons reasonably may request in connection with such investigation.
Sample 1
Due Diligence Investigation by Purchaser. Seller shall (i) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, consultants and other representatives (collectively, “Representatives”) with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the conduct of the Business, to Seller’s accountants and to the Assets and (ii) furnish Purchaser and such other Persons with all such information and data (including without limitation copies of Business Contracts, Business Licenses, Benefit Plans and other Business Books and Records) concerning the Business, the Assets and the Assumed Liabilities as Purchaser or any of such other Persons reasonably may request in connection with such investigation, except that Purchaser and its Representatives shall not contact any employee (other than Xxxx Xxxxxxxx, Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxxxxx, and Xxxxx Xxxxxx), customer, or supplier of Seller without its prior written consent (which shall not be unreasonably withheld). Notwithstanding the above, Seller has given permission to Purchaser to directly contact and discuss the transaction envisioned herein with AT&T Wireless, Hypercom, Linkpoint, First Data Corporation, Xxxxxx USA, Xxxxxxxx, Tellus, Varilease and IXL.
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Due Diligence Investigation by Purchaser. Seller shall (i) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have responsibilities relating to the Assets and (ii) furnish Purchaser and such other Persons with all such information and data (including without limitation copies of Product Contracts, Intangible Personal Property, Assigned Government Licenses and Product Books and Records) concerning the Assets and the Assumed Liabilities as Purchaser or any of such other Persons reasonably may request in connection with such investigation. The covenants contained in this Section 4.02 shall expire on the earlier of the termination of this Agreement or the Closing Date.
Sample 1

Related to Due Diligence Investigation by Purchaser

  • Investigation by Purchaser Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the PSE Colstrip Interests, to Seller's accountants and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including, to the extent it is within Seller's power to do so, access to the Colstrip 1, 2, 3 and 4 site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Assets, (b) make available to Purchaser and its Representatives, upon request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, WUTC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, and other Books and Records) concerning the ownership, operation and maintenance of the PSE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documents, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract, License or Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Investigation by Buyer Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies and acknowledges that Sellers have provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies for this purpose. In entering into this Agreement, Buyer has relied upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (a) acknowledges that none of Sellers, the Companies or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that neither Sellers, the Companies nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreement.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

  • Buyer’s Due Diligence Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.

  • Due Diligence Items 4.1. Seller shall, within three (3) business days after the Effective Date (the “Delivery Date”), deliver to Buyer each of the following due diligence items in Seller’s possession or reasonably available to Seller (collectively, the “Due Diligence Items”):

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Due Diligence Fees Borrower agrees to pay a due diligence fee equal to Six Thousand Five Hundred and No/100 United States Dollars (US$6,500.00), which shall be due and payable in full on the First Closing, or any remaining portion thereof shall be due and payable on the First Closing if a portion of such fee was paid upon the execution of any term sheet related to this Agreement.

  • Buyer’s Investigation Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the Company and Spardee's Realty. Except for the environmental investigations described in Section 6.9 below, Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, and Buyer acknowledges that the Seller Parties and the Company Group have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company Group for this purpose. To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in entering this Agreement, in acquiring the Shares and in consummating the other transactions contemplated herein, Buyer has relied solely upon its own investigation and analysis and, to the extent expressly permitted by this Agreement, the representations and warranties contained in this Agreement, and that none of the Seller Parties and the Company Group (and any of their respective agents, officers, directors, employees, Affiliates or representatives) has made any representation or warranty as to the Seller Parties, the Company Group, the Shares, this Agreement or the business of the Company Group except as expressly set forth in this Agreement, and Buyer agrees, to the fullest extent permitted by Law, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the Seller Parties (and any of their respective agents, officers, directors, employees, Affiliates or representatives) shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon any information made available or statements made to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives).

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