Due Diligence Matters Clause Samples

Due Diligence Matters. The Company will cooperate with any reasonable due diligence review conducted by the Sales Agent or its respective agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior officers, during regular business hours and at the Company’s principal offices, as either Agent may reasonably request. The parties acknowledge that the due diligence review contemplated by this Section 2(r) will include, without limitation, during the term of this Agreement a quarterly diligence conference to occur within five business days after each 10-Q filing or 10-K filing whereby the Company will make its senior corporate officers available to address diligence inquiries of the Sales Agent and will provide such additional information and documents as the Sales Agent may reasonably request.

Due Diligence Matters. (a) prior to the filing of the Final Prospectus and any Supplementary Material, the Company will allow the Agents to participate fully in the preparation of the Final Prospectus and any Supplementary Material and shall allow the Agents to conduct all due diligence which they may reasonably require to conduct in order to fulfil their obligations under Applicable Securities Laws and in order to enable them to responsibly execute the certificates required to be executed by them at the end of the Final Prospectus and any applicable Supplementary Material; (b) the Company will promptly notify the Agents in writing if, prior to termination of the distribution of the Offered Shares, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the Agents) or any event or development involving a prospective material change or a change in a material fact relating to the Company and the Subsidiaries, on a consolidated basis, or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in a misrepresentation in the Final Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify the Agents in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the reasonable satisfaction of the Agents, provided the Agents have taken all action required by them hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions a new or amended Final Prospectus or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with all other applicable filing and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the issuance and distribution of the Offered Shares in the Qualifying Jurisdictions and shall deliver to the Agents as soon as practicable thereafter their reasonable requirements of conformed or commercial copies of any such new or amended F...

Due Diligence Matters. All documents and information delivered and provided by or on behalf of the Issuer to Subscriber as a part of its due diligence in connection with the Offering were complete and accurate in all material respects.

Due Diligence Matters. All documents and information delivered and provided by or on behalf of the Company to the Agent as a part of their due diligence in connection with the Offering were complete and accurate in all material respects.

Due Diligence Matters. Agent shall have completed and received all due diligence materials with respect to such Person as Agent may reasonably request, including, but not limited to, an appraisal of such Person’s Inventory and a field examination with respect to such Person’s assets, financial position and other information as Agent may request, in each case, in form and substance satisfactory to Agent in its discretion; and

Due Diligence Matters. Upon reasonable notice and at reasonable times during normal business hours, the Company will make available for inspection, by a representative of each Notice Holder, and the Managing Underwriters, if any, and attorneys or accountants retained by such Notice Holder or Managing Underwriters, as applicable, customary due diligence information.

Due Diligence Matters. (a) Within the sixty (60) day period beginning on the date of the execution of the Agreement (“the Due Diligence Period”), Purchaser shall have been provided an opportunity to access Seller’s records and information related to financial, legal, company (including minutes of member meetings provided that Seller is permitted to redact any discussion regarding the Litigation), marketing, employee relations, regulatory and environmental, and to consult with officers and employees of Seller in order that Purchaser shall be fully satisfied with the Assets and Seller’s Business. During the Due Diligence Period, Purchaser shall also have an opportunity to investigate matters related to leasing of the premises and licensing with the appropriate governmental authorities. If at the end of the Due Diligence Period, if any material items relative, but not limited, to, (i) Seller’s employees or employment matters, and/or (ii) Other Objections, then the Due Diligence Period with respect to such matters may be extended to the Closing Date. In the event that Purchaser, needs additional time to investigate other matters, provided that Purchaser has been diligently pursuing its due diligence investigation, then the Due Diligence Period with respect to such matters may be extended to the Closing Date upon good cause shown and with Seller’s consent, which shall not be unreasonably withheld. (b) Notwithstanding anything contained herein to the contrary, the Parties acknowledge that the Schedules and Exhibits to the Agreement have not been finalized as of the date of the execution of this Agreement. Seller reserves the right to amend and supplement the Schedules and Exhibits through the Closing Date. In the event that the Schedules or Exhibits are amended and supplemented by the Seller after fifteen (15) days from the date of this Agreement, the Due Diligence Period shall be extended or reopened, as the case may be, and Purchaser shall be granted a period of time reasonable under the circumstances for further opportunity to investigate matters related to the amendments made to the Schedules or Exhibits. Prior to the Closing Date, in the event that Purchaser determines, for any reason, that it does not desire to acquire the Assets, Purchaser shall deliver written notice to Seller of its intention not to close this transaction, and this Agreement may be terminated in accordance with Section 10.1.

Due Diligence Matters. (a) Prior to the Closing Date, the Company shall allow the Agent to conduct all due diligence which they may reasonably require to conduct in respect of the Offering and if one or more visits to the offices of the Company is required, such visit(s) shall be made within normal business hours; and (b) the minute books and corporate records of the Company and the Subsidiaries made or to be made available to ▇▇▇▇▇▇▇ and ▇▇▇▇ LLP or its local agent counsel in connection with the Agent’s due diligence investigations of the Company for the period from their respective dates of incorporation to the date of examination thereof, are the original minute books and records of the Company and the Subsidiaries or true copies thereof and contain copies of all proceedings (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of such companies and there have been no other proceedings of the shareholders, boards of directors or any committee of the boards of directors of such companies to the date of review of such corporate records and minute books not reflected in such minute books and corporate and other records other than those which have been disclosed to the Agent in writing and those which or not material in the context of the Company, taken as a whole.

Due Diligence Matters. Upon reasonable notice and written request, and at reasonable times during normal business hours, the Borrower will make available for inspection by a representative of each Notice Holder, and the Managing Underwriters, if any, and any attorneys or accountants retained by such Notice Holder or Managing Underwriters, as applicable, customary due diligence information.