No due diligence. Except as otherwise set forth herein, Buyer acknowledges that the Buyer’s obligation to consummate the transaction contemplated hereby is not contingent upon Buyer’s ability conduct any due diligence on the Property, and that Closing will not be deferred to allow Buyer time to conduct due diligence.
No due diligence. During the Exclusivity Period, except with the prior written consent of M2, Vocus must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly:
No due diligence. During the Exclusivity Period, except with the prior written consent of Vocus, M2 must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly:
(a) solicit, invite, initiate, or encourage, or (subject to clause 14.7) facilitate or permit, any person (other than Vocus) to undertake due diligence investigations in respect of M2, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a M2 Competing Proposal; or
(b) subject to clause 14.7, make available to any person (other than Vocus) or permit any such person to receive any non-public information relating to M2, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a M2 Competing Proposal.
No due diligence. Subject to clause 7.6, without limiting clause 7.3, during the Exclusivity Period, APD must not, and must ensure that its Representatives and agents do not, make available to any Third Party, or permit any Third Party to receive, any non-public information relating to any member of the APD Group in connection with, or which may reasonably be expected to encourage or lead to, such Third Party formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal.
No due diligence. Subject to clause 9.7 (in respect of BTH only), during the Exclusivity Period, except with the prior written consent of the other parties, each party must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly:
(a) solicit, invite, initiate, or encourage any person (other than the other parties) to undertake due diligence investigations in respect of such party, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, an actual, proposed or potential Competing Proposal; or
(b) disclose, make available to any person (other than the other parties) or permit any such person to receive any non-public information relating to such party, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, an actual, proposed or potential Competing Proposal.
No due diligence. Without limiting clause 5.2 but subject to clause 5.6, during the term of this document, Ludowici must not:
(a) solicit, initiate, facilitate or encourage any party (other than FLS or its Representatives) to undertake due diligence on Ludowici or its Related Bodies Corporate; or
(b) make available to any other person (other than FLS or its Representatives) or permit such person to receive any non-public information relating to Ludowici or its Related Bodies Corporate. This clause 5.3 does not prevent Ludowici from providing information to ASX or Ludowici's auditors and advisers in the ordinary course of business or to otherwise effect the negotiation and entry into the Scheme Implementation Agreement.
No due diligence. (a) During the Exclusivity Period, except with the prior written consent of HUB24, Xplore must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly:
(i) solicit, invite, initiate, or encourage, or (subject to clause 16.5) facilitate or permit, any person (other than HUB24) to undertake due diligence investigations in respect of Xplore, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal; or
(ii) subject to clause 16.5, make available to any person (other than HUB24) or permit any such person to receive any non-public information relating to Xplore, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal.
(b) If Xplore proposes that any non-public information be provided to a third party, then:
(i) before Xplore provides such information, the third party must enter into a confidentiality agreement which contains obligations on the recipient of that information which are no less onerous in any material respect than the obligations of HUB24 and Xplore under the Confidentiality Deed; and
(ii) any non-public information provided to that third party must also provide to HUB24 (unless the information has already been provided to HUB24 or its Authorised Person).
No due diligence. (a) During the Exclusivity Period, the Target must not, and must use reasonable endeavours to ensure that its Related Persons do not directly or indirectly:
(i) solicit, invite, initiate or encourage or (subject to clause 5.7) facilitate, enable or permit any Third Party to undertake due diligence investigations; or
(ii) subject to clause 5.7, make available to any Third Party (or permit any such Third Party to receive) any non-public information, in respect of or relating to the Target, its Subsidiaries, or any of their, Tenements, assets and operations, in connection with such Third Party formulating, developing or finalising, or assisting in the formulation, development or finalisation of, an actual, proposed or potential Competing Proposal (Diligence Information).
(b) If by reason of the operation of clause 5.7, the Target proposes to provide a Third Party with Diligence Information during the Exclusivity Period, it must first enter into a binding confidentiality agreement with that party that is not inconsistent with the obligations of the Target under this document and otherwise on customary terms and which, in any event and taken as a whole, is no less favourable to the Target than the Confidentiality Deed.
No due diligence. (a) Without limiting clause 7.2 but subject to clause 7.6, during the Exclusivity Period CCV must ensure that neither it nor any of its Representatives:
(i) directly or indirectly solicits, facilitates or encourages any party (other than EZCORP or its Representatives) to undertake a due diligence investigation on any member of the CCV Group; or
(ii) makes available to any person (other than EZCORP or its Representatives) or permits any such person to receive any non-public information relating to any member of the CCV Group, in connection with such person formulating, developing, finalising or assisting in the formulation, development or finalisation of a Competing Proposal.
(b) This clause 7.3 does not prevent CCV providing information to the ASX or CCV’s auditors and advisers acting in that capacity in the ordinary course of business (and not to undertake the activities referred to in clause 7.5(a)) or in order to implement the Scheme.
No due diligence. During the Exclusivity Period, Bidder must:
(a) ensure that neither Bidder, its Related Entities nor any of their Representatives, directly or indirectly:
(i) solicit, invite, initiate, or encourage; or
(ii) facilitate or permit, any party other than Target to undertake due diligence investigations on Bidder; or
(b) ensure that neither Bidder, its Related Entities nor any of their Representatives directly or indirectly make available to any other person or permit any other person to receive any non-public information relating to Bidder in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Bidder Competing Proposal, except with the prior written consent of Target or in the case of matters that do not constitute a Bidder Competing Proposal.
