Due Diligence Material. Subject to review by Consultant, the Company shall provide the required Due Diligence Materials. The Company represents and warrants that to the best of its knowledge: the information contained in its Due Diligence Materials will not include any misstatement of material fact or omit to state any material fact required to be stated therein or necessary to make statements contained therein, in light of the circumstances under which they are being made, not misleading. The Company agrees to advise Consultant immediately in writing of the occurrence of any event or any other change known to the Company which results in the Due Diligence Materials containing a misstatement of material fact or omitting any material fact required to be stated therein or necessary to make statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to be solely responsible for the accuracy and completeness of the Due Diligence Materials. The Consultant agrees to immediately notify the Company upon becoming aware of any inaccuracy or misstatement or misleading statement in the Due Diligence Materials. The Company further agrees that its failure or inability to expeditiously provide such data or information, or to secure timely access to key personnel and facilities, may have a material adverse effect on the scope, timing and success of this engagement. The Consultant agrees that it will notify the Company of all materials that it requires in a timely manner sufficient for the Company to prepare the Due Diligence Materials having regard to the nature of the requirement. The Company authorizes Consultant, as its agent, to furnish any financing source with copies of the Due Diligence Materials and any other documents or relevant information supplied to Consultant, so long as the source is under NDA. Since Consultant must at all times rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and employees, the Company agrees to indemnify, hold harmless, and defend Consultant, its officers, agents or employees at the Company’s expense, in any proceeding or suit which may arise out of and/or due to any inaccuracy or incompleteness of such Due Diligence Material supplied by the Company to Consultant. Company acknowledges that there is an affirmative obligation on its part to use its best efforts to assist Consultant in its efforts and performance under this Agreement, such as maki...
Due Diligence Material. All information provided to Moto in relation to Moto’s due diligence requests will be accurate in all material respects as at its respective date as stated therein. To the extent that there is a material change to any of the information provided to Moto since the date provided to Moto, such information will be accurate in all material respects or is no longer relevant or material to Moto or additional information has been provided to Moto which supercedes or replaces such information.
Due Diligence Material. The Due Diligence Material has been prepared and provided in good faith and, as far as the Company is aware, no information has been included in the Due Diligence Material that was, when given, materially false or misleading, including by omission.
Due Diligence Material. Property Conditions Reports
Due Diligence Material. All information provided by Purchaser to FCGI in relation to FCGI's due diligence requests is accurate in all material respects as at its respective date as stated therein.
Due Diligence Material. Within five (5) days after exercise by Seller of its option to purchase, Seller shall furnish to Buyer all documents, records and information in Seller’s possession or available to Seller relating to the Property referenced in Exhibit “B” attached hereto and incorporated herein by reference (collectively, “Due Diligence Material”). Buyer shall maintain the confidentiality of all Due Diligence Material during its investigation except with respect to disclosures to its professional advisers and inspectors.
Due Diligence Material. As and if available, Seller agrees to provide Purchaser with a copy of certain information to facilitate Purchaser's due diligence review of the Property ("Due Diligence Material") within seven (7) business days of Seller's receipt of this Agreement fully executed by the all parties. Seller, however, shall not be required to update the Due Diligence Material (but will provide a copy of any update that occurs during the Inspection Period) <PAGE> or provide any such Due Diligence Material that is not in Seller's custody or control. Any costs associated with the Due Diligence Material beyond the first copy provided to Purchaser will be at Purchaser's expense. The Due Diligence Material may include the following in connection with the surrounding property of which the Property is a part -- latest survey, Seller's title insurance commitment (or policy, if available), Phase I environmental report, and geotechnical report.
Due Diligence Material. All information provided by Alexandria to Chantrell in relation to Chantrell's due diligence requests is accurate in all material respects as at its respective date as stated therein.
Due Diligence Material. Within two (2) business days following the Effective Date, Seller shall make available for Purchaser’s review and inspection the documents and information described on Schedule 3.3 attached hereto (collectively, “Due Diligence Materials”). Seller shall provide Purchaser with such additional information and documents concerning the Property as Purchaser may reasonably request, provided such documents or information are in Seller’s possession or readily accessible to Seller. If this Agreement is terminated for any reason, Purchaser shall promptly return all copies of materials furnished by Seller or any Seller Party relating to the Property within the earlier of: (i) three (3) business days after Seller’s request and (ii) thirty (30) days after the termination of this Agreement, which obligation shall survive the termination of this Agreement. Purchaser acknowledges and understands that certain components of the Due Diligence Materials and other documents that may be provided to Purchaser by Seller and/or any of the Seller Parties may have been prepared by parties other than Seller. Purchaser further acknowledges and understands that, except for any express representations set forth in this Agreement, Seller makes no representations or warranties whatsoever, expressed or implied, with respect to the content, completeness, or accuracy of the Due Diligence Materials and/or any other documents provided by Seller and/or any of the Seller Parties. Purchaser acknowledges that it shall be making its decision on whether to purchase the Property based on its own due diligence investigations, rather than on the content of the Due Diligence Materials. Accordingly, Purchaser hereby releases Seller and the Seller Parties from any and all liabilities, claims, losses, damages, demands, judgments, and costs and expenses (including, but not limited to, reasonable fees and expenses for attorneys and other professional or expert fees and costs) asserted against, or incurred by, Purchaser by reason of Purchaser’s reliance on the content, completeness, or accuracy of the Due Diligence Materials or any other documents provided by Seller or any of the Seller Parties, except with respect to any express representations with respect thereto set forth in this Agreement. 141250808.5
Due Diligence Material. Sellers have made available to Procera a package of due diligence materials containing the documents of the Companies set out on Exhibit J hereof.
