Common use of Due Diligence Clause in Contracts

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business completed and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent be satisfied in its sole discretiondiscretion with the corporate (or other organizational), environmental and financial due diligence of the Credit Parties and their Affiliates.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business completed and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent be satisfied in its sole discretiondiscretion with the corporate (or other organizational), environmental and financial due diligence of the Credit Parties and its Affiliates.

Due Diligence. The Administrative Agent shall have completed, to its reasonable satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination reasonably satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business completed and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent be satisfied in its sole discretiondiscretion with the corporate (or other organizational), environmental and financial due diligence of the Credit Parties and its Affiliates. The Administrative Agent shall have reviewed and be satisfied in its sole discretion with the material contracts and agreements of the Credit Parties.

Due Diligence. The Administrative Agent shall have completedcompleted its business, to its satisfactionoperations, all legalcollateral, tax, accounting, legal (including, without limitation, lease obligations of the Borrower and its Subsidiaries), environmental, business regulatory and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) review of the Borrower and its Subsidiaries in scope and determination with results reasonably satisfactory to the Administrative Agent in its sole discretionAgent.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, business legal and other environmental due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope with the scope, content and determination results of such due diligence to be satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, business and other legal due diligence and be satisfied with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretionresults thereof.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, self-insurance, operations and condition (financial or otherwise) of the Borrower Borrowers and its their Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion, and shall not have become aware of any material information or other matter that is inconsistent in a material and adverse manner with any previous due diligence, information or matter delivered to the Administrative Agent (including any financial information and projections previously delivered to the Administrative Agent).

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, completed all legal, tax, accounting, business, financial, environmental, business title, and other ERISA due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of concerning the Borrower and its Subsidiaries Subsidiaries, in each case in scope and determination with results in all respects satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, legal and business and other due diligence with respect to each Loan Party and the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory results thereof shall be acceptable to the Administrative Agent Agent, in its sole reasonable discretion.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower Company and its Subsidiaries in scope Subsidiaries, including, without limitation its field examination, and determination the results of such due diligence shall be satisfactory to the Administrative Agent is all respects in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business corporate documentation and other legal due diligence with respect to the Transactions and the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completedcompleted its business, to its satisfaction, all legal, taxand collateral due diligence, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) results of the Borrower and its Subsidiaries in scope and determination which shall be satisfactory to the Administrative Agent in its sole discretion.Agent;

Due Diligence. The Administrative Agent and its counsel shall have completed, to its satisfaction, completed all legal, tax, environmental, business and other legal due diligence with respect to the businessdiligence, assetsincluding without limitation, liabilities, operations and condition (financial or otherwise) of background investigations on the Borrower and its Subsidiaries in scope receipt and determination review of a quality of earnings report, the other Loan Parties and their respective executive officers and shareholders, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its any Subsidiaries formed or acquired following March 21, 2014, in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to be satisfied in its satisfaction, all legal, tax, environmental, business and other sole discretion with its due diligence with respect to analysis and review of the business, assets, liabilities, operations and Assigned Agreements, business, operations, condition (financial or otherwise) and prospects of the Borrower Borrower, the Guarantors, the Partners and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretiontheir owners.

Due Diligence. The Administrative Agent shall have completed, to completed and be satisfied in its satisfaction, all legal, taxsole discretion with the corporate (or other organizational), environmental, business tax and other financial due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower Credit Parties and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretionAffiliates.

Due Diligence. The Administrative Agent shall have completedbe satisfied, to in its satisfactionsole and absolute discretion, with all business, financial, legal, taxtitle, environmental, business engineering and other environmental due diligence with respect to the business, assets, liabilities, operations Borrowers and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretiontheir Subsidiaries.

Due Diligence. The Administrative Agent shall have completed, to and be satisfied in all respects with the scope and results of, its satisfaction, all legal, tax, environmental, business and other ongoing due diligence with respect to investigation of the business, assetsassets (including the Hydrocarbon Interests), liabilitiesmanagement, operations and condition (financial or otherwise) prospects of the Borrower Obligors and its Subsidiaries in scope contingent liabilities and determination satisfactory to obligations of the Administrative Agent in its sole discretionObligors.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legalfinancial, tax, environmental, legal and business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other completed confirmatory legal due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business completed and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent be satisfied in its sole discretiondiscretion with the corporate (or other organizational), environmental and financial due diligence of the Loan Parties and its Affiliates. The Administrative Agent shall have reviewed and be satisfied in its sole discretion with the Material Contracts and agreements of the Loan Parties.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower Borrowers and its their Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent and Arrangers shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfactionand shall be satisfied with the results of, all business, legal, taxtax and regulatory due diligence, environmentaland the corporate structure, business capital structure, other debt instruments, material accounts and other due diligence with respect to the businessgoverning documents of Holdings, assets, liabilities, operations and condition (financial or otherwise) of the each Borrower and its Subsidiaries in scope and determination satisfactory shall be acceptable to the Administrative Agent in its sole discretionAgent.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assetsfinancial, liabilitiesaccounting, operations insurance, environmental and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination legal due diligence, with results satisfactory to the Administrative Agent in its sole discretionAgent.

Due Diligence. The Administrative Agent shall have completed, to completed all aspects of its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) investigation of the Borrower Borrowers and its their Subsidiaries in scope (including as to any of their respective contingent liabilities and determination contractual obligations) and the assets of the Loan Parties, and the results of such investigation shall be satisfactory to the Administrative Agent in its sole discretionall respects.

Due Diligence. The Administrative Agent shall have completed, completed and be satisfied in its sole discretion with respect to its satisfaction, all legal, tax, environmental, business and other comprehensive due diligence with respect in all matters pertaining to the business, assetsproperties, liabilitiesoperations, operations and financial condition (financial or otherwise) prospects of the Borrower and its Subsidiaries in scope and determination satisfactory to SRC, including, without limitation, any documentation as the Administrative Agent may require in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to and be reasonably satisfied in all respects with the scope and results of, its satisfaction, all legal, tax, environmental, business and other ongoing due diligence with respect to investigation of the business, assets, liabilitiesoperations, operations financial, legal and condition (financial or otherwise) other condition, prospects and material agreements and existing and contingent liabilities and obligations of the Borrower and its Subsidiaries in scope and determination satisfactory to of any other relevant affiliates of the Administrative Agent in its sole discretionBorrower.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business legal and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Canadian Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completedcompleted in form and scope satisfactory thereto its business, to its satisfaction, all legal, tax, environmental, business legal and other environmental due diligence with respect to on the businessBorrower, assets, liabilities, operations the Acquired Business and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretiontheir respective subsidiaries.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, legal and business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope the other Loan Parties and determination satisfactory the results thereof shall be acceptable to the Administrative Agent Agent, in its sole reasonable discretion.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, business and other legal due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower each Loan Party and its Subsidiaries in scope and determination satisfactory the results thereof shall be reasonably acceptable to the Administrative Agent Agent, in its sole and absolute discretion.

Due Diligence. The Administrative Agent shall have completed, completed and be satisfied in its sole discretion with respect to its satisfaction, all legal, tax, environmental, business and other comprehensive due diligence with respect in all matters pertaining to the business, assetsproperties, liabilitiesoperations, operations and financial condition (financial or otherwise) prospects of the Borrower Borrower, its Restricted Subsidiaries and its Subsidiaries in scope and determination satisfactory to ACS, including, without limitation, any documentation as the Administrative Agent may require in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion, including without limitation a pre-funding field audit.

Due Diligence. The Administrative Agent shall have completedcompleted its business, to its satisfactionoperations, all legalcollateral, tax, accounting, legal (including, without limitation, customer contracts and lease obligations of the Credit Parties and their respective Subsidiaries), environmental, business regulatory and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) review of the Borrower Credit Parties and its their respective Subsidiaries in scope and determination with results satisfactory to the Administrative Agent in its sole discretionAgent.

Due Diligence. The Administrative Agent shall have completedbe satisfied, to in its satisfaction, all legal, tax, environmental, business and other reasonable discretion with its due diligence in connection with respect to the business, assets, liabilities, Property and operations and condition (financial or otherwise) of the Borrower and Borrower, its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretionGuarantors.

Due Diligence. The Administrative Agent shall have completed, to its reasonable satisfaction, all legal, tax, environmental, business environmental and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower Borrowers and its Subsidiaries the Guarantors and the transactions contemplated hereby in scope and determination reasonably satisfactory to the Administrative Agent in its sole discretionAgent.

Due Diligence. The Administrative Agent shall have completed, to completed all aspects of its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) investigation of the Borrower and its Subsidiaries in scope (including as to any of their respective contingent liabilities and determination contractual obligations) and the assets of the Loan Parties, and the results of such investigation shall be satisfactory to the Administrative Agent in its sole discretionall respects.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, business legal and other tax due diligence with respect to the business, assets, liabilities, operations Borrowers and condition (financial or otherwise) their Subsidiaries and the results of the Borrower and its Subsidiaries in scope and determination such due diligence shall be satisfactory to the Administrative Agent in all respects in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business environmental and other due ERISA and Pension Plan diligence with respect to Holdings, the business, assets, liabilities, operations Borrowers and condition (financial or otherwise) of the Borrower and its their respective Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completedcompleted its business, to its satisfaction, all legal, taxand collateral due diligence, environmentalincluding but not limited to, business (i) receipt of a quality of earnings report, performed by a firm selected by Administrative Agent, and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwiseii) a review of the Borrower Borrower’s and its Subsidiaries in scope books and determination records, the results of which shall be reasonably satisfactory to the Administrative Agent in its sole discretionAgent.

Due Diligence. The Administrative Agent shall have completed, to its reasonable satisfaction, all legal, tax, environmental, business environmental and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries the Guarantors and the transactions contemplated hereby in scope and determination reasonably satisfactory to the Administrative Agent in its sole discretionAgent.

Due Diligence. The Administrative Agent shall have completedcompleted its business, to its satisfaction, all legal, taxmarket and collateral due diligence, environmentalin each case, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) results of the Borrower and its Subsidiaries in scope and determination each of which shall be satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to completed and be satisfied in its satisfaction, all legal, taxsole discretion with the corporate (or other organizational), environmental, business financial, legal and other collateral due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower Credit Parties and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretionAffiliates.

Due Diligence. The Administrative Agent and its legal counsel shall have completed, to and be satisfied in all respects with the scope and results of, its satisfaction, all legal, tax, environmental, business and other due diligence with respect to investigation of the business, assetsassets (including the Borrower’s rights under the Offtake Agreements), liabilitiesmanagement, operations and condition (financial or otherwise) prospects of the Borrower Obligors and its Subsidiaries in scope contingent liabilities and determination satisfactory to obligations of the Administrative Agent in its sole discretionObligors.

Due Diligence. The Administrative Agent shall have completed, to its satisfactionand shall be satisfied with the results of, all business, legal, taxtax and regulatory due diligence, environmentaland the corporate structure, business capital structure, other debt instruments, material accounts and other due diligence with respect to the businessgoverning documents of Holdings, assets, liabilities, operations and condition (financial or otherwise) of the each Borrower and its Subsidiaries in scope (both before and determination satisfactory after giving effect to the Acquisition) shall be acceptable to the Administrative Agent in its sole discretionAgent.

Due Diligence. The Administrative Agent and its counsel shall have completed, to its satisfaction, completed all legal, tax, environmental, business and other legal due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries Subsidiaries, including, without limitation, approval of the final corporate structure, approval of the terms of any agreements with Affiliates, and one or more meetings with the Borrower’s management team, in scope and determination each case, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. The Administrative Agent shall have completed, to completed its satisfaction, all legal, tax, environmental, legal and business and other due diligence (including, where applicable, with respect to environmental matters) with respect to each Loan Party and the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory results thereof shall be acceptable to the Administrative Agent Agent, in its sole reasonable discretion.