Due Diligence Investigation Generally Sample Clauses

Due Diligence Investigation Generally. From July 11, 1997 through and ------------------------------------- including August 4, 1997 (the "Due Diligence Completion Date"), Sellers, on the ----------------------------- one part, and the Buyer, on the other part, each shall have the opportunity to conduct a due diligence investigation of the business, assets, operations, properties, condition (financial and otherwise), contingent liabilities, prospects and material agreements of Buyer and its Subsidiaries and CTSH and its Subsidiaries (in the case of Sellers) and of the Crown Communications Business, Network and Mobile (in the case of Buyer) for the limited purposes of: (a) in the case of Sellers, (i) confirming the accuracy, in all material respects, of the Buyer's representations and warranties provided in Article 6, and (ii) confirming the 1998 projections of earnings before interest, taxes, depreciation and amortization ("EBITDA") of Buyer and its Subsidiaries and CTSH and its Subsidiaries set forth ------ in Exhibit C, within the parameters described below; and (b) in the case of Buyer, (i) confirming the accuracy, in all material respects, of the Crown Parties' representations and warranties provided in Article 5, (ii) confirming the 1998 projections of EBITDA for the Acquired Business set forth on Exhibit D, within the parameters described below, and confirming that the amount of indebtedness for borrowed money that is needed to generate such projected EBITDA does not exceed $25 million, (iii) determining, in good faith, that Buyer is reasonably satisfied in all material respects with the terms of all Contracts, Licenses and title to assets and properties of the Acquired Business, taken as a whole, including without limitation the assignability or risks associated with being unable to obtain consents to assignment of any of the Contracts, Licenses or other properties or assets of the Crown Communications Business, Mobile or Network (including any of the Contracts, Licenses or other properties or assets identified in the Sellers' disclosure schedules as containing restrictions on, or resulting in other adverse consequences upon, the transfer or assignment of such Contracts, Licenses or other properties or assets), and (iv) determining, in good faith, that Buyer is reasonably satisfied in all material respects with all environmental conditions affecting or relating to the Acquired Business and the business and operations thereof and the status of compliance by the Acquired Business with all ...
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Related to Due Diligence Investigation Generally

  • 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.

  • 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.

  • 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 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”):

  • Environmental Due Diligence Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, to be in form and content acceptable to Lender. All reports shall be addressed to Lender. Borrower shall pay for the cost of the Environmental Due Diligence.

  • Due Diligence Review; Information The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) 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, within a reasonable time period, to supply all such information reasonably requested by the Investors 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 Investors 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 such Registration Statement. The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

  • 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 Generally Priveco will be reasonably satisfied with their due diligence investigation of Pubco that is reasonable and customary in a transaction of a similar nature to that contemplated by the Transaction.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

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