Due Diligence Requirement Sample Clauses

Due Diligence Requirement. Gold-Ore Owner agrees it will at a minimum conduct its own independent testing and measurement of the Pre-Recycled Gold Ore including representative samples of gold concentration and digital surveys for size/volume during its 30-Day Due Diligence Period (“Required Due Diligence”). Trust to supply Gold-Ore Owner at the start of its 30-Day Due Diligence Period with a list of five (5) Trust approved independent licensed, bonded, and insured geologists and five (5) Trust approved independent testing laboratories with the collective qualifications and capabilities to conduct the Required Due Diligence (“Approved Due Diligence Contractors”). Gold- Ore Owner expressly agrees it must utilize the Approved Due Diligence Contractors to conduct the Required Due Diligence. In the event Gold-Ore Owner can reasonably demonstrate the Approved Due Diligence Contractors cannot perform the Required Due Diligence on a timely or cost-effective basis, Trust shall as necessary supply up to five (5) additional Trust approved independent licensed, bonded, and insured geologists and five (5) additional Trust approved independent testing laboratories from which Gold-Ore Owner must then select. All Gold-Ore Owner due diligence investigations including testing/assay results, surveys, studies, opinions, valuations, appraisals, and other geological and operational feasibility related reports, studies, findings, and research for the Pre-Recycled Gold Ore and each mine premises comprising the Property undertaken by or for the benefit of Gold-Ore Owner, its affiliates or other related entities, including the Required Due Diligence, shall become the joint property of Gold-Ore Owner and Trust.
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Due Diligence Requirement. Premier and Merger Sub shall have the right of access to inspect the GHH business, assets and all real estate upon which the same are located. Such inspection rights shall include, without limitation, the right to review all books and records, contracts, accounts, agreements, assets, financial information, and other documents or information requested by Premier or Merger Sub in connection with its due diligence, and GHH hereby agrees to make all such documents and information available to Premier and Merger Sub for such purposes and such other inspections as each may request. GHH shall cooperate in making its senior personnel available to Premier and Merger Sub and its representatives at all reasonable times and shall make copies of such materials as Premier or Merger Sub may request. GHH will deliver or cause to be delivered to Premier and Merger Sub such additional instruments, documents, and certificates as they may reasonably request for the purpose of (i) completing all of their due diligence, (ii) verifying the information set forth in this Agreement or on any GHH Disclosure Schedule attached hereto, and (iii) consummating or evidencing the transactions contemplated by this Agreement. Without limiting the information to which Premier and Merger Sub will be entitled hereunder, it is understood and agreed that GHH will provide to Premier and Merger Sub complete and accurate audited financial statements of GHH prepared in accordance with GAAP and which are satisfactory to Premier, Merger Sub and their accountants and counsel.
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Due Diligence Requirement. Purchaser shall have the right of access during normal business hours to inspect the Business, the Acquired Assets and the Premises. Purchaser's inspection rights shall include, without limitation, the right to review all books and records, contracts, accounts, agreements, assets, financial information, and other documents or information related to the Business reasonably requested by Purchaser in connection with its due diligence, and Seller hereby agrees to make all such documents and information available to Purchaser for such purposes and such other inspections as Purchaser may request. Seller shall cooperate in making its senior personnel available to Purchaser and its representatives at all reasonable times and shall make copies of such materials as Purchaser may request. Purchaser's access and review shall be conducted in a manner that ensures the confidentiality of Seller's Confidential Information and does not unreasonably interfere with the normal operations and customer and employee relationships of Seller. All such inspections shall be at Purchaser's sole cost and expense and Purchaser agrees that such inspections shall be conducted in a manner that does not cause damage to the Premises; provided, further, that the Shareholders, Seller, and Seller's employees, agents and representatives shall be made available to Purchaser upon reasonable request at no cost or expense to Purchaser. Purchaser shall indemnify and hold Seller harmless from damage to the Premises, the Acquired Assets or any other property of Seller located at the Premises, and injury to persons caused solely and directly by the activities of Purchaser in connection with Purchaser's inspection hereunder.
Sample 1

Related to Due Diligence Requirement

  • Diligence Requirements Company shall use diligent efforts, or shall cause its Affiliates and Sublicensees to use diligent efforts, to develop Licensed Products and to introduce Licensed Products into the commercial market; thereafter, Company or its Affiliates or Sublicensees shall make Licensed Products reasonably available to the public. Specifically, Company or Affiliate or Sublicensee shall fulfill the following obligations:

  • 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 Session Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.

  • 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 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 Items Buyer’s Due Diligence shall consist of Buyer’s review and approval of the contents of the Seller Disclosures referenced in Section 7, and any other tests, evaluations and verifications of the Property deemed necessary or appropriate by Buyer, such as: the physical condition of the Property; the existence of any hazardous substances, environmental issues or geologic conditions; the square footage or acreage of the land and/or improvements; the condition of the roof, walls, and foundation; the condition of the plumbing, electrical, mechanical, heating and air conditioning systems and fixtures; the condition of all appliances; the costs and availability of homeowners’ insurance and flood insurance, if applicable; water source, availability and quality; the location of property lines; regulatory use restrictions or violations; fees for services such as XXX xxxx, municipal services, and utility costs; convicted sex offenders residing in proximity to the Property; and any other matters deemed material to Buyer in making a decision to purchase the Property. Unless otherwise provided in the REPC, all of Buyer’s Due Diligence shall be paid for by Buyer and shall be conducted by individuals or entities of Buyer's choice. Seller agrees to cooperate with Buyer’s Due Diligence. Buyer agrees to pay for any damage to the Property resulting from any such inspections or tests during the Due Diligence.

  • 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; 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 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.

  • Diligence Reports Company shall provide all reports with respect to its obligations under Section 3.1 as set forth in Section 5.

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