GOOD FAITH NEGOTIATIONS; DUE DILIGENCE Sample Clauses

GOOD FAITH NEGOTIATIONS; DUE DILIGENCE. PGE and the Acquiring Parties will promptly commence good faith negotiations concerning the structuring, terms, conditions, approvals and implementation of a possible business combination transaction of the type summarized in the Proposal (the "Proposed Transaction") and the parties will use their reasonable best efforts to negotiate in good faith and execute definitive documentation on reasonable and customary terms subject to CADIM's satisfaction with its due diligence investigation during the Thirty-Day Period (as defined herein). PGE will promptly provide CADIM with all reasonable due diligence materials concerning PGE, its operating partnership, PGLP and their respective subsidiaries and affiliates, all of their respective properties and other assets, as well as information concerning PGE's and PGLP's obligations and liabilities, as CADIM may reasonably request.
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GOOD FAITH NEGOTIATIONS; DUE DILIGENCE. Sellers agree to negotiate and proceed in good faith to promptly consummate the transactions hereunder. Prior to the Closing Date, each of the Sellers shall afford or shall cause MMI to afford to Purchaser and Purchaser's Representatives (as defined in Section 8.1 hereof) such access during normal business hours and at such other times as may be required under the circumstances to inspect, investigate, and audit the contracts, operations and business of MMI and its books records, offices, and other facilities and Purchaser and MMI shall undertake, and shall cause each of their respective shareholders, officers, directors, employees, investment bankers, attorneys, accountants, and other agents or affiliates to undertake, their best efforts to promptly and completely provide all information reasonably requested by Purchaser and its Representatives. No investigation or absence of investigation by Purchaser of MMI prior to the date hereof or pursuant to this Section shall be deemed to modify any of the representations or warranties contained herein.
GOOD FAITH NEGOTIATIONS; DUE DILIGENCE. PGE and the Acquiring Parties will continue their good faith negotiations concerning the structuring, terms, conditions, approvals and implementation of a possible business combination transaction of the type summarized in the Proposal (the "PROPOSED TRANSACTION") and the parties will use their reasonable best efforts to negotiate in good faith and execute definitive documentation on reasonable and customary terms subject to CADIM's satisfaction with its due diligence investigation during the Exclusivity Period (as defined herein). PGE will continue to promptly provide CADIM with all reasonable due diligence materials concerning PGE, its operating partnership, PGLP and their respective subsidiaries and affiliates, all of their respective properties and other assets, as well as information concerning PGE's and PGLP's obligations and liabilities, as CADIM may reasonably request.
GOOD FAITH NEGOTIATIONS; DUE DILIGENCE. The Village and the Developer shall negotiate diligently and in good faith, during the Negotiating Period described in Section 1.2, the terms of an Agreement for the acquisition and development of the Project. Moreover, Developer shall conduct its due diligence during this Period in good faith. During the Negotiating Period, the parties shall use good faith efforts to accomplish the respective tasks outlined in Article 3 to facilitate the negotiation of a mutually satisfactory Agreement. Among the issues to be addressed in the negotiations are land disposition and methodology and price for the Site, physical and title conditions of the Site, the development schedule for the Project, financing of the Project's development, marketing and management of the Project, design and aesthetic considerations of the Project, and the provision of public improvements related to the Project.

Related to GOOD FAITH NEGOTIATIONS; DUE DILIGENCE

  • Good Faith Negotiations In case of any dispute arising out of this Agreement including any question regarding its interpretation, existence, validity or termination, each party will use its best efforts to resolve the dispute by good faith negotiation within a period of Thirty (30) Business Days following notification of the dispute.

  • Good Faith Negotiation The Parties shall attempt in good faith to achieve consensus with respect to all matters arising under this Agreement and to use reasonable efforts through good faith discussion and negotiation to avoid and resolve disputes that could delay or impede a Party from receiving the benefits of this Agreement. These dispute resolution procedures apply to any dispute that arises from either Party’s performance of, or failure to perform, in compliance with this Agreement and which the Parties are unable to resolve prior to invocation of these procedures.

  • 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.

  • Completion of Due Diligence Each Purchaser shall have completed its legal, business and financial due diligence of the Company to its full satisfaction and shall be fully satisfied with the results thereof.

  • Commercial Diligence Pfizer will use Commercially Reasonable Efforts to Commercialize at least [**] in [**], where Pfizer or its designated Affiliates or sublicensees seek and receive Regulatory Approval for such [**]. Pfizer will have no other diligence obligations with respect to the Commercialization of Licensed Products except as otherwise set forth in this Agreement.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

  • Other Negotiations Following the date hereof and until termination of this Agreement pursuant to Section 9.1, Target will not (and it will not permit any of its officers, directors, employees, agents and Affiliates on its behalf to) take any action to solicit, initiate, seek, encourage or support any inquiry, proposal or offer from, furnish any information to, or participate in any negotiations with, any corporation, partnership, person or other entity or group (other than Acquiror) regarding any acquisition of Target, any merger or consolidation with or involving Target, or any acquisition of any material portion of the stock or assets of Target or any material license of Target Proprietary Rights (any of the foregoing being referred to in this Agreement as an "ACQUISITION TRANSACTION") or enter into an agreement concerning any Acquisition Transaction with any party other than Acquiror. If between the date of this Agreement and the termination of this Agreement pursuant to Section 9.1, Target receives from a third party any offer or indication of interest regarding any Acquisition Transaction, or any request for information regarding any Acquisition Transaction, Target shall (i) notify Acquiror immediately (orally and in writing) of such offer, indication of interest or request, including the identity of such party and the full terms of any proposal therein, and (ii) notify such third party of Target's obligations under this Agreement.

  • 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.

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