FURTHER DUE DILIGENCE Sample Clauses
The 'Further Due Diligence' clause grants one or both parties the right to conduct additional investigations or reviews into relevant aspects of the transaction or subject matter after the initial due diligence period. In practice, this may allow a buyer to request more information about a target company's finances, operations, or legal compliance, or permit either party to verify new facts that arise before closing. The core function of this clause is to ensure that parties can address outstanding questions or concerns, thereby reducing the risk of unforeseen issues and supporting informed decision-making before finalizing the agreement.
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FURTHER DUE DILIGENCE. ADP and Dealer acknowledge that following the execution of this Agreement, ADP and Dealer will be conducting further due diligence into the Intellectual Property owned by the Groups. ADP and Dealer agree to work in good faith to ensure that the Intellectual Property covered by this Agreement and the Assignment Agreements has been properly allocated and assigned to each Group according to principles set forth in this Agreement. To the extent that any assignment, transfer and conveyance of Intellectual Property pursuant to Section 2.2 is not consummated as of the Effective Time, or any assignment, transfer or conveyance of Intellectual Property is improperly consummated, the Parties shall, and shall cause the members of their respective Groups to, use commercially reasonable efforts and cooperate to effect or to correct such assignment, transfer or conveyance as promptly following the Effective Time as is practicable.
FURTHER DUE DILIGENCE. ConocoPhillips and ▇▇▇▇▇▇▇▇ 66 acknowledge that following the execution of this Agreement and prior to the Distribution, ConocoPhillips and ▇▇▇▇▇▇▇▇ 66 will be conducting further due diligence into the Patents, and other Intellectual Property owned by the Groups. ConocoPhillips and ▇▇▇▇▇▇▇▇ 66 agree to work in good faith to ensure that the Intellectual Property covered by this Agreement has been properly allocated, assigned and licensed to each Group according to principles set forth in this Agreement.
FURTHER DUE DILIGENCE. ADP and Broadridge acknowledge that following the execution of this Agreement, ADP and Broadridge will be conducting further due diligence into the Intellectual Property owned by the Groups. ADP and Broadridge agree to work in good faith to ensure that the Intellectual Property covered by this Agreement and the Assignment Agreements has been properly allocated and assigned to each Group according to principles set forth in this Agreement. To the extent that any assignment, transfer and conveyance of Intellectual Property pursuant to Section 2.2 is not consummated as of the Effective Time, or any assignment, transfer or conveyance of Intellectual Property is improperly consummated, the Parties shall, and shall cause the members of their respective Groups to, use commercially reasonable efforts and cooperate to effect or to correct such assignment, transfer or conveyance as promptly following the Effective Time as shall be practicable.
FURTHER DUE DILIGENCE. Party A may, at any time and from time to time, conduct further follow-on Due Diligence and request regularly produced environmental reports (unless the furnishing of such reports would jeopardize claims of privilege) on any Big Brown Collateral that has been provided under this Confirmation.
FURTHER DUE DILIGENCE. By the Buyer within ten days after the date of the signing of this Agreement by all of the Parties, if the results of the further due diligence to be conducted by the Buyer after such signing of this Agreement (which shall be limited to reviewing and analyzing (i) the Seller's order backlog, (ii) the Seller's outstanding proposals to customers and (iii) the warranty and Liability exposure relating to products manufactured by the Seller) are not, in the sole discretion of the Buyer, satisfactory to the Buyer. If this Agreement is terminated pursuant to this Section 7 all rights, obligations and liabilities of the Parties hereunder shall terminate and be of no further force or effect whatsoever except for (i) the
FURTHER DUE DILIGENCE. Borrower agrees that prior to commencing operations on each well to be drilled pursuant to the Development Plan, it will provide Lender with reasonable title verification in respect of the Property on which such well is located, in form and scope satisfactory to Lender and such title verification shall be performed by a law firm acceptable to Lender, acting reasonably.
FURTHER DUE DILIGENCE. 49 Article 8
FURTHER DUE DILIGENCE. Following the Initial Payment Date, PM will conduct further due diligence with respect to the Marks. PM will not have to exercise the Class A Option if, as a result of matters learned through such due diligence, PM reasonably determines that (i) there exists substantial doubt as to the validity or enforceability of the Marks, or (ii) there exists substantial and previously unknown to PM (x) litigation liability affecting or relating to the Marks material in relation to the transaction, or (y) regulatory risk, affecting or relating to the Marks. PM will be entitled to continue its due diligence and make any such reasonable determination until the close of business on the 10th day following HSR clearance, subject to extension as provided in paragraph 4.