Purchaser’s Diligence Sample Clauses

Purchaser’s Diligence. The Purchaser acknowledges that it is an experienced, sophisticated Purchaser and has conducted its own investigation with respect to the acquisition of the Company and the Subsidiaries. Schedule 4. (Form of Resignation Letter) To: [Company] or {Subsidiary] Address: [●] [ ] 2020 Dear Sirs, I, [●] hereby resign as a Director and (if appointed as officer) officer of [●], (registration number ___________) and [●] (registration number __________), each having its registered office at _______________, PO Box ______, Xxxxxx Town, Grand Cayman, KY1-1102, Cayman Islands, (the “Company”) with immediate effect. I acknowledge that I have no claim whatsoever against the Company in respect of fees, remuneration, expenses, compensation for loss of office, or otherwise arising from my resignation as a director and officer of the Company, except only for any accrued remuneration and for any reimbursable business expenses incurred up to and including the date of this deed. To the extent that any such claim exists or may exist, I irrevocably and unconditionally waive such claim and release the Company from any liability in respect thereof. I confirm that no arrangement is outstanding under which the Company have or may have any obligation to me. I confirm and acknowledge that I have no claim or right of action of any nature whatsoever outstanding against the Company or any of its officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the termination of my directorship. To the extent that any such claim exists or may exist, I irrevocably and unconditionally waive such claim and release the Company and its officers and employees from any liability in respect thereof. This deed and all contractual and non-contractual obligations arising out of it shall be governed by and construed in accordance with English law. In witness whereof, this letter is executed as a deed on the date first mentioned. EXECUTED as a DEED by [Name of director] in the presence of: ………………………………………………… …………………………………………. Witness Name 68 Address Occupation 69 Schedule 5. (Senior Managers and Officers and Directors) [***] Schedule 6. (Transitional Operator Services Agreements) 71 Signed for and on behalfof KOSMOS ENERGY OPERATING /s/ Xxxxxx Xxxxx Xxxxxx XxxxxXxxx President Signed for and on behalfof KOSMOS ENERGY HOLDINGS /s/ Xxxxxx Xxxxx Xxxxxx XxxxxXxxx President Signed for and on behalfof B.V. DORDTSCHE ...
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Purchaser’s Diligence. In connection with its investigation of the Business or the Going Concern, Purchaser has received from Seller certain estimates, projections and other forecasts for the Business, and certain plan and budget information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, that except as expressly set forth in this Agreement, it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that with respect to any such estimates, projections forecasts plans and budgets that is not the subject of representation or warranty expressly set forth in this Agreement, will not assert any claim against Seller or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold Seller or any such persons liable with respect thereto. Accordingly, Purchaser expressly acknowledges that Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.4 and/or any similar document or information.
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Purchaser’s Diligence. Purchaser acknowledges that copies of the Company SEC Filings, including the Company Filed Financial Statements, are available to Purchaser on the SEC XXXXX database. Purchaser has had an opportunity to review the Company SEC Filings and has been given a reasonable opportunity to ask questions of and receive answers relating to the business, financial position, results of operations, prospects and any other matters related to the Company. Purchaser has availed itself of such opportunity to the full extent desired. Purchaser understands the Company SEC Filings and all documents, financial statements and other information so provided.
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Purchaser’s Diligence. Purchaser acknowledges that:
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Purchaser’s Diligence. In connection with their review conducted prior to the date of this Agreement of the assets and business of OpenTV and its Subsidiary, the Purchasers have reviewed certain documents and records regarding OpenTV made available to them by or on behalf of the Seller Parties and have had discussions with, and the opportunity to ask questions relating to the business of OpenTV of, certain members of management of OpenTV. In addition, prior to the date hereof the Purchasers have reviewed the representations and warranties of the Seller Parties set forth in this Agreement, as each such representation and warranty has been modified by the items set forth in the section of the Seller Disclosure Schedule corresponding to such representation and warranty. Based upon such review, as of the date of this Agreement, the Purchasers are not aware of any breach of a representation or warranty of the Seller Parties that would reasonably be expected to prevent the Seller Parties from satisfying the condition to Closing set forth in the second sentence of Section 6.3(a). This representation and warranty is made on and as of the date of this Agreement and the Purchasers will not be under any obligation to update or reaffirm this representation. Nothing in this Section 3.9 shall prejudice in any way the Purchasers' right to continue its investigation of OpenTV and its Subsidiaries following the date of this Agreement and any information obtained during such future investigation shall not affect the Purchasers' representation and warranty made in this Section 3.9.
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Purchaser’s Diligence 
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Related to Purchaser’s Diligence

  • 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.

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Purchaser’s Deliveries At the Closing, Purchaser shall deliver the following to Seller:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Purchaser’s Default If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the Xxxxxxx Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said Xxxxxxx Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to retain the Xxxxxxx Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the Xxxxxxx Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of said Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

  • Buyer’s Investigation Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the Company and Spardee's Realty. Except for the environmental investigations described in Section 6.9 below, Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, and Buyer acknowledges that the Seller Parties and the Company Group have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company Group for this purpose. To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in entering this Agreement, in acquiring the Shares and in consummating the other transactions contemplated herein, Buyer has relied solely upon its own investigation and analysis and, to the extent expressly permitted by this Agreement, the representations and warranties contained in this Agreement, and that none of the Seller Parties and the Company Group (and any of their respective agents, officers, directors, employees, Affiliates or representatives) has made any representation or warranty as to the Seller Parties, the Company Group, the Shares, this Agreement or the business of the Company Group except as expressly set forth in this Agreement, and Buyer agrees, to the fullest extent permitted by Law, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the Seller Parties (and any of their respective agents, officers, directors, employees, Affiliates or representatives) shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon any information made available or statements made to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives).

  • 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.

  • Purchaser’s Deliveries in Escrow As of or prior to the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:

  • 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.

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