No due diligence restriction Sample Clauses
The "No due diligence restriction" clause establishes that a party is not obligated to conduct any due diligence or investigation before entering into the agreement. In practice, this means that the party can rely on the representations and warranties provided by the other side without being required to independently verify their accuracy or completeness. This clause is often used to clarify that the risk of undisclosed issues remains with the party making the representations, thereby streamlining the transaction process and allocating responsibility for information disclosure.
No due diligence restriction. Subject to clause 13.5 and clause 13.11, but without limiting clause 13.2, during the Exclusivity Period, the Company must not, and must procure that each of its Representatives does not, directly or indirectly:
(a) make available to any Third Party, or cause or permit any Third Party to receive, any non- public information relating to the Company or any of its Related Companies that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 13.4(a) on its behalf.
No due diligence restriction. Subject to clause 14.4 and clause 14.11, but without limiting clause 14.2, during the Exclusivity Period, Pushpay must not, and must procure that each of its Representatives does not, directly or indirectly:
(a) make available to any Third Party, or cause or permit any Third Party to receive, any non-public information relating to Pushpay or any of its Related Companies that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 14.3(a) on its behalf.
No due diligence restriction. Subject to clause 14.4 and clause 14.11, but without limiting clause 14.2, during the Exclusivity Period, the Target must not, and must procure that each of its Representatives does not, directly or indirectly:
(a) make available to any Third Party, or cause or permit any Third Party to receive, any non-public information relating to the Target or any of its Related Companies that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 14.3(a) on its behalf.
No due diligence restriction. Subject to clause 12.7, during the Exclusivity Period, each of KWR and BTR must not, and must procure that each of its respective Representatives do not, directly or indirectly:
(a) make available to any Third Party, or cause or permit any Third Party (other than a Government Agency) to receive, any non-public information relating to KWR or BTR or any of its Related Entities that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal or a Potential Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 12.3(a) on its behalf.
No due diligence restriction. (a) Subject to clause 11.6, during the Exclusivity Period, QMS must not directly or indirectly:
(i) solicit, initiate, facilitate, encourage or invite any person (other than Bidder, its affiliates or its Authorised Persons) to undertake due diligence investigations in respect of QMS or any member of the QMS Group or MediaWorks or any member of the MediaWorks Group, or any of their respective 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) make available to any person (other than Bidder, its affiliates or its Authorised Persons) or permit any such person to receive, other than in the ordinary course of business or as required by law or the rules of any prescribed financial market, any Non-Public Information relating to QMS or any member of the QMS Group or MediaWorks or any member of the MediaWorks Group, or any of their respective businesses and operations with a view to obtaining or which may reasonably be expected to lead to a Competing Proposal.
(b) During the Exclusivity Period, QMS must promptly provide the Bidder with any material Non-Public Information relating to the QMS Group or the MediaWorks Group, or any of their respective businesses and operations made available to any person by QMS, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal and the substance of which has not previously been provided to Bidder.