Seller’s Due Diligence Sample Clauses

Seller’s Due Diligence. The person authorized to sign this Agreement on behalf of Seller: (i) has received all information that such person deemed necessary to make an informed decision with respect to a transaction contemplated by this Agreement; and (ii) has had unrestricted opportunity to make such investigation as such person desired pertaining to the transaction contemplated by this Agreement and verify any such information furnished to him or her by Buyer.
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Seller’s Due Diligence. (a) Within five (5) days from the date of this Agreement, MRG shall deliver to Seller, at Seller's Offices originals or true and correct copies of all: (i) Written contracts relating to stockholders, directors, officers, employees, and agents; (ii) Written contracts relating to any agreement with a securities broker or underwriter concerning holding, selling, marketing, or otherwise buying or selling stock or other securities of MRG; (iii) Written contracts with attorneys engaged by MRG; (iv) Written contracts with accountants engaged by MRG; (v) Written contracts with any other professional or agent of MRG not specified in subparagraphs (a) through (d) above; (vi) Written schedules of any and all oral contracts to which MRG is a party or by which the Properties or MRG's operations are bound; (vii) The current stockholder list, showing each stockholder's name, address, number of shares owned, and purchase price, updated to the date of this Agreement; (viii) A transaction register from MRG's Transfer Agent setting forth the details of all issuances of common stock certificates, indicating in the case of each certificate the date of issuance, certificate number, number of shares, registered owner, and whether such certificate constitutes an original issuance or the transfer of outstanding stock, indicating the number of the certificate from which such stock was transferred; (ix) Assurances provided by MRG stockholders as contemplated by Section 4.24(e) and documenting the availability of an exemption from registration under federal and state securities laws in accordance with the terms of this Agreement, together with a memorandum of MRG's counsel setting forth the principal conditions to be met under the laws of the various states in which the New MRG Stock is issued in order to rely on exemptions from the registration provisions of such laws; (x) All documents relating to the trading symbol "MGRY" pursuant to which MRG's stock is quoted;
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Seller’s Due Diligence. Sellers shall have conducted due diligence and verified the assets, Liabilities and capital structure of the Purchaser (the “Sellers Due Diligence”). Purchaser agrees to afford to the officers and authorized representatives of Seller Representative, reasonable access to the properties, books and records of the Purchaser, as the case may be, in order that it may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Purchaser, and will furnish Sellers with such additional financial and operating data and other information as the Sellers shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each party hereto shall cooperate fully therein. No investigation by a Party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other Party under this Agreement. The occurrence of any issues in the Sellers Due Diligence shall not be grounds for termination of this Agreement by Sellers unless such issues in aggregate would constitute a Material Adverse Effect on the Purchaser, provided the Parties shall work in good faith to address any such issues which are raised by Sellers. Notwithstanding the foregoing, Purchaser shall not be required to disclose any information to Sellers if such disclosure would, in such Purchaser’s reasonable determination (i) jeopardize any attorney-client or other similar privilege or (ii) contravene any Applicable Law or fiduciary duty of Seller.
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Seller’s Due Diligence. Seller acknowledges that it has been afforded the opportunity to conduct such investigation of the Buyer to permit it to evaluate the risks and merits of the Transaction.
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Seller’s Due Diligence. Seller acknowledges that Seller has conducted its own due diligence and acknowledges that the Purchase Price is fair and reasonable and waives any right that Seller may have to an appraisal or to contest or challenge the validity of compensation received under this Agreement.
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Seller’s Due Diligence. Buyer shall cooperate with Seller in Seller's conduct of its financial due diligence analysis of Buyer and shall provide reasonable access to and/or supply promptly to Seller such other documentation and/or information as Seller shall reasonably request.
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Seller’s Due Diligence. Buyer acknowledges that prior to the Effective Date, its Due Diligence has been completed.
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Seller’s Due Diligence. Such Seller acknowledges that, except for the matters that are expressly covered in Article IV of this Agreement, such Seller is relying on its own investigation and analysis in entering into the Transaction Documents and the Transaction, and that the Transaction Documents are the product of arms’ length negotiations. Such Seller is an informed and sophisticated participant in the Transaction and has undertaken such investigation, and has been provided with and has evaluated such documents and information as it has deemed necessary in connection with the execution, delivery and performance of this Agreement. Such Seller acknowledges that it is acquiring the Purchase Price Securities allocated to it hereunder without any representation or warranty, express or implied, by KeyStone, Buyer or any of their respective Affiliates except as expressly set forth in Article IV and subject to the limitations and qualifications set forth therein. In furtherance of the foregoing, and not in limitation thereof, such Seller acknowledges that no information or materials provided or made available by, and no representation or warranty, express or implied, of, Buyer, KeyStone or any of their respective advisers, agents or representatives (collectively, the “Buyer Representatives”), with respect to the Buyer or KeyStone, including any financial projection or forecast made available to such Seller with respect to the revenues or profitability that may arise from the operation of Buyer or KeyStone either before or after the Closing Date, shall (except as otherwise expressly represented to in Article IV) be the basis of any claim against Buyer, KeyStone or any Buyer Representatives with respect thereto. With respect to any projection or forecast made available by or on behalf of Buyer or KeyStone to such Seller, such Seller acknowledges that (w) there are uncertainties inherent in attempting to make such projections and forecasts, (x) the accuracy and correctness of such projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts, (y) such projections and forecasts have not been independently verified, reflect various assumptions and may not prove to be correct, and (z) it is familiar with each of the foregoing. Opportunity to ask Questions. During the course of this Transaction, such Seller has had the opportunity to ask KeyStone questions about the Purchase Price Securities a...
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Related to Seller’s Due 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.

  • 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.

  • 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.

  • Due Diligence Items Buyer’s Due Diligence shall consist of Buyer’s review and approval of the contents of the Seller Disclosures referenced in Section 7, and any other tests, evaluations and verifications of the Property deemed necessary or appropriate by Buyer, such as: the physical condition of the Property; the existence of any hazardous substances, environmental issues or geologic conditions; the square footage or acreage of the land and/or improvements; the condition of the roof, walls, and foundation; the condition of the plumbing, electrical, mechanical, heating and air conditioning systems and fixtures; the condition of all appliances; the costs and availability of homeowners’ insurance and flood insurance, if applicable; water source, availability and quality; the location of property lines; regulatory use restrictions or violations; fees for services such as XXX xxxx, municipal services, and utility costs; convicted sex offenders residing in proximity to the Property; and any other matters deemed material to Buyer in making a decision to purchase the Property. Unless otherwise provided in the REPC, all of Buyer’s Due Diligence shall be paid for by Buyer and shall be conducted by individuals or entities of Buyer's choice. Seller agrees to cooperate with Buyer’s Due Diligence. Buyer agrees to pay for any damage to the Property resulting from any such inspections or tests during the Due Diligence.

  • Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of 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 Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Due Diligence Materials Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

  • Due Diligence Session Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

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