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Prior Diligence Clause Samples

Prior Diligence. The Buyer acknowledges that any concerns raised in connection with the diligence investigation of the Facility conducted by PIM Bradenton LLC (“PIM”) that have been expressed in writing to the Sellers prior the date of this Agreement have been accepted or resolved to the Buyer’s satisfaction or are otherwise addressed by the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Buyer agrees that the existence of any facts or circumstances specifically noted in PIM’s October 14, 2005 letter to the Seller regarding such diligence investigation shall not give rise to (i) any claims by the Buyer or any Buyer Indemnitee pursuant to the Agreement or (ii) a failure by the Sellers to satisfy any conditions to the closing of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Section 12.1 shall limit the rights of the Buyer with respect to a breach by the Sellers of their obligations under Section 6.1(b)(viii) or Section 6.13.
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Prior Diligence. ▇▇▇▇▇▇▇ agrees not to assert any claim that Gilead failed to used Commercially Reasonable Efforts to conduct any activities that it was required to use Commercially Reasonable Efforts to conduct under the Original Agreement prior to the Restatement Effective Date. IN WITNESS WHEREOF, the Parties have caused this Amended & Restated Collaboration Agreement to be duly executed and delivered as of the date first above written. ▇▇▇▇▇▇▇ R&D IRELAND By: /s/ ▇▇▇▇▇▇▇▇ DunleaName: ▇▇▇▇▇▇▇▇ DunleaTitle: Managing Director IN WITNESS WHEREOF, the Parties have caused this Amended & Restated Collaboration Agreement to be duly executed and delivered as of the date first above written. GILEAD SCIENCES, INC. By: /s/ ▇▇▇▇ ▇. MilliganName: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D.Title: President and Chief Operating Officer GILEAD SCIENCES IRELAND UC By: /s/ ▇▇▇▇ ▇. MilliganName: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D.Title: Director These annexes (these “Annexes”) are attached to and form part of the Amended and Restated Collaboration Agreement (Complera and the R/F/TAF Product) by and among Gilead Sciences, Inc., Gilead Sciences Ireland UC (formerly Gilead Sciences Limited) and ▇▇▇▇▇▇▇ R&D Ireland, dated as of December 23, 2014 as may be amended from time to time (the “Collaboration Agreement”). Capitalized terms used in these Annexes and not otherwise defined herein shall have the meanings ascribed thereto in the Collaboration Agreement. Unless otherwise specified, the term “Section” refers to the specified Section of the Collaboration Agreement. Annex A-1 - Gilead Licensed Trademarks Annex A-2 - ▇▇▇▇▇▇▇ Licensed Trademarks Annex B-1 - Gilead Patents Annex B-2 - ▇▇▇▇▇▇▇ Patents Annex C - Alliance Managers as of the Restatement Effective Date Annex D - [Reserved] Annex E - [Reserved] Annex F - Required Minimum Details Annex G - [Reserved] Annex H - Calculation of Working Percentages Annex I - Calculation of Actual Percentages Annex J - [Reserved] Annex K - [Reserved] Annex L - [Reserved] Annex M-1 - Financial Calculations for Post-Conversion Supply Price and Additional Supply Price Annex M-2 - Post-Conversion Supply Price Reductions for Gilead Countries Annex M-3 - Calculation of Manufacturing Fee Percentage Annex M-4 - Manufacturing Fees Annex M-5 - Payment Terms for Supplied RPV Invoices Annex M-6 - Revaluation of API Annex M-7 - ▇▇▇▇▇▇▇ Universal Calendar Year for 2015 Annex N - Financial Reporting Annex O - [Reserved] Annex P - [Reserved] Annex Q - [Reserved] Annex R - [Reserved] Annex S-1 - Gilead Rest...
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Related to Prior Diligence

  • Commercial Diligence Pfizer will use Commercially Reasonable Efforts to Commercialize a given Agreement Product in each Major Market Country in the Field in the Territory where Pfizer or its Affiliates have received Regulatory Approval for such Agreement Product. Pfizer will have no other diligence obligations with respect to the Commercialization of Agreement Products under this Agreement.

  • 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.

  • Development Diligence Pfizer will use its Commercially Reasonable Efforts to Develop and seek Regulatory Approval for one Product in the Field in [***]. Pfizer will have no other diligence obligations with respect to the Development or Regulatory Approval of Products under this Agreement.

  • 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.

  • 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.

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