Due Diligence, Etc Sample Clauses

The "Due Diligence, Etc" clause establishes the obligation of one or both parties to conduct thorough investigations and assessments before finalizing an agreement or transaction. In practice, this may involve reviewing financial records, legal compliance, operational procedures, or other relevant information to verify the accuracy of representations made by the other party. The core function of this clause is to ensure that parties have the opportunity to identify potential risks or issues in advance, thereby reducing the likelihood of disputes or unforeseen liabilities after the agreement is executed.
Due Diligence, Etc. The Investor acknowledges that the Sellers own the Securities to be purchased by the Investor hereunder for investment purposes only and that, prior to the date hereof, the Investor has had the opportunity to conduct such investigation as it deems appropriate with respect to each of the Issuers, including, if applicable, by examination of each Issuer's public filings under the Securities Act and the Exchange Act. The Investor's decisions to purchase the Securities are based on Seller's own evaluation of the risks and merits of the purchase and not any information furnished by or on behalf of any Seller or other Person; provided, however, that nothing contained herein will limit any of the express representations or warranties of the Sellers set forth herein.
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Due Diligence, Etc. Purchaser shall, in its sole discretion, be satisfied with the results of its due diligence regarding the Seller and the Company, including the manner in which the related party transactions among the Company and its Subsidiaries, on the one hand and the Seller and Seller's Affiliates, on the other hand have been addressed as contemplated by Section 6.20.
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Due Diligence, Etc. The Note Purchaser represents and warrants that it (a) is a sophisticated investor familiar with transactions similar to its investment in the Note, (b) understands that an investment in the Note involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances, (c) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Note and (d) is able to bear the economic risk of its investment. The Note Purchaser represents and warrants that it has had access to such financial and other information concerning the transaction and the Issuer as it has deemed necessary or appropriate in order to make an informed investment decision with respect to its acquisition of the Note. The Note Purchaser represents and warrants that it is not relying on the Issuer or any of its Affiliates for information with respect to the Note or any security therefor. The Note Purchaser has sought such accounting and tax advice in connection with its investment in the Note as it has considered necessary. The Note Purchaser understands that none of the Issuer, the Secured Party, the Owner Trustee or the Administrator makes any representation or warranty as to the proper characterization of the Note for legal investment or other purposes, or as to the ability of particular investors to purchase the Note for legal investment or other purposes, or as to the ability of particular investors to purchase the Note under applicable investment restrictions.
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Due Diligence, Etc. Buyer will have completed its due diligence inquiry to its reasonable satisfaction, including its reasonable satisfaction (i) with Seller's audited Financial Statements for 1999 and the most recent interim period, (ii) that there are no contingent or reasonably possible claims or liabilities that can reasonably be viewed to adversely affect in any material respect the Business or condition, financial or otherwise, of Seller and (iii) that there has been no material adverse change in the Business or condition, financial or otherwise, of Seller prior to Closing. Buyer's opportunity to conduct due diligence and its decision to close based thereon will not limit or diminish any representation, warranty, indemnity obligation or other duty of Seller hereunder.
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Due Diligence, Etc. Buyer will have completed its due diligence inquiry to its reasonable satisfaction, including its reasonable satisfaction (i) with the Financial Statements and Seller’s financial statements for the most recent interim period, (ii) that there are no contingent or reasonably possible claims or liabilities that can reasonably be viewed to materially adversely affect the Business or the Acquired Assets and (iii) that there has been no material adverse change in the Business or condition, financial or otherwise, of Seller prior to Closing. Buyer’s opportunity to conduct due diligence and its decision to close based thereon will not limit or diminish any representation, warranty, indemnity obligation or other duty of Seller, Stockholder, or their Affiliates hereunder.
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Due Diligence, Etc. Completion of all business and legal due diligence satisfactory to the Lender, including without limitation the completion of all lien and litigation searches, background checks, the completion of all due diligence required by the Lender, review of the Lisbon Acquisition and the Lisbon Acquisition Documents, review of all material debt agreements and other material agreements and all other documents listed on any closing list delivered in connection with this agreement, all in form and substance satisfactory to the Lender;
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Due Diligence, Etc. The Borrowers shall have compiled information substantially similar to the items required by Section 2.1 of this Agreement.
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Due Diligence, Etc 
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Related to Due Diligence, Etc

  • 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.

  • 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 ▇▇▇ ▇▇▇▇, 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 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 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 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.