Due Diligence Procedures Clause Samples

The Due Diligence Procedures clause outlines the steps and standards that parties must follow to investigate and verify relevant information before finalizing an agreement or transaction. Typically, this involves reviewing financial records, legal documents, and operational data to assess the accuracy and completeness of representations made by the other party. By establishing a clear process for information gathering and verification, this clause helps mitigate risks, ensures informed decision-making, and protects parties from potential misrepresentations or undisclosed liabilities.
Due Diligence Procedures. 25.1. In order to facilitate the certifications and disclosures described above, the company has established the following procedures to ensure that the CFO and CEO are knowledgeable regarding the financial and operational affairs of the company and with the content of periodic reports to be filed with any governmental agency: 25.1.1. The vice president, manufacturing operations, shall maintain and or establish practices to assure the accurate and timely collection of information and report weekly in writing to the CEO, CFO and such other executive officers and employees as such vice president shall determine regarding the status of manufacturing operations, costs, quality, inventories, backlog, capital equipment, personnel, and other information relative to such vice president’s area of responsibility. Employment Agreement – ▇▇▇▇ ▇▇▇▇ 24th April 2006 25.1.2. The vice president, CFO shall maintain written policies and procedures relating to such officer’s area of responsibility, including procedures and controls to assure the accurate and timely collection of financial data and information from all operating entities of the company. In addition, the CFO shall provide written reports to the CEO and such other executive officers and employees as such vice president shall determine, not less frequently than monthly regarding the results of operations, cash flows and financial affairs of the company. The CFO shall report any material events to the CEO and such other executive officers of the company as shall be affected by such event as promptly as practicable. 25.1.3. The vice president, General Counsel, shall provide written reports to the CEO and CFO regarding the status of litigation not less frequently than quarterly and shall report all material events as promptly as practicable. 25.1.4. The vice presidents, sales and marketing, shall report to the CEO not less frequently than monthly regarding trends, competition, and other matters related to sales and marketing of the company’s products. 25.2. The CFO and CEO shall review the system of internal controls as of a date within 90 days prior to the issuance of any report to be filed with the Securities and Exchange Commission and include in each such report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date. 25.3. The CEO and CFO shall disclose to the company’s outside auditors and to the audit committee of the board of directors: 25.3.1. all signi...
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Due Diligence Procedures. Non-publicly traded CIS Are fund managers responsible for the CRS due diligence and reporting obligations for non-publicly traded CIS under the CRS? The due diligence and reporting obligations for non-publicly traded CIS under both CRS and FATCA fall on the fund manager. For non-publicly traded ▇▇▇, given that the fund manager is responsible for performing AML/CFT due diligence and on- boarding of the investor, the fund manager shall similarly be responsible for complying with the obligations under the CRS. Where the fund manager is not based in Singapore and the CIS is a trust, the local trustee shall be responsible for complying with the obligations under the CRS. The fund manager or trustee may appoint a third-party service provider to fulfil due diligence and reporting requirements, but the fund manager or trustee remains responsible for ensuring that these requirements are fulfilled.
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Due Diligence Procedures. The due diligence, collateral control and collection procedures used by Borrowers with respect to the Assigned Loans are no less stringent than Standard Industry Practices. All Borrower Due Diligence Reports have been prepared or reviewed by a Borrower. The factual information contained in the Borrower Due Diligence Reports, including without limitation, regarding title to and the condition of each Assigned Loan (but not including valuation amounts and cash flow projections) has not been intentionally misstated by Borrowers, and, with respect to the Asset Portfolios taken as a whole, the Borrower Due Diligence Reports accurately reflected the material facts concerning each of the Assigned Loans and Mortgaged Properties included in such Asset Portfolios at the time the Borrower Due Diligence Reports were prepared.
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Due Diligence Procedures. It is understood that the Company and Siemens may, as may be mutually agreed upon, conduct appropriate due diligence using procedures acceptable to each of them and reasonably designed to effectuate the purposes of this Agreement.
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Due Diligence Procedures 
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Related to Due Diligence Procedures

  • Notice Procedures In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

  • Dispute Procedures Contact Think with any questions concerning this Agreement or the Services by calling ▇- ▇▇▇-▇▇▇-▇▇▇▇ (toll-free), Monday - Friday 8AM – 8PM ET (note these hours may change); by sending a letter to Think, P. O. Box 1288, Greens Farms, Connecticut 06838; or by sending an email to: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Think will refer all complaints and inquiries to a representative who will attempt to reach a mutually satisfactory resolution. If your complaint or inquiry is not resolved after you have called Think and/or the EDC, or for general information, you may contact the DPU for assistance toll-free at (▇▇▇) ▇▇▇-▇▇▇▇, or at ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, or by sending a letter to the DPU at: ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. You have a right to make a formal or informal complaint to the DPU or any regulatory body with authority to review your complaint. In addition, mediation is available for disputes greater than $100. Nothing in the Arbitration, Waiver of Jury Trial, and Class Action Waiver Section below is intended to bar your right to make a complaint or request mediation. ARBITRATION. Think’s Arbitration and Class Action Wavier Policy Addendum, which is available and provided to you during the enrollment process is incorporated herein and made a part hereof, contains additional details and a complete description of the terms and conditions of the Arbitration and Class Action Waiver Policy, including your ability to opt out. Warranties. THINK MAKES NO EXPRESS REPRESENTATION OR WARRANTIES WITH REGARD TO THE PROVISION OF ELECTRIC SERVICE AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, OR ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE EXCEPT WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Limitation of Liability. You will be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of the electric power after receipt at the delivery point(s). TO THE FULLEST EXTENT PERMITTED BY LAW, THINK WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES), WHETHER BY STATUTE, IN CONTRACT OR TORT, EVEN IF THE RESULT OF NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, ACTIVE, OR PASSIVE). ALL OTHER LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, AND SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY. YOU HEREBY WAIVE ALL OTHER REMEDIES AT LAW OR IN EQUITY. THERE ARE NO THIRD-PARTY BENEFICIARIES TO THIS AGREEMENT. To the extent any damages required to be paid hereunder are liquidated, the Parties acknowledge that the damages are not intended and shall not be construed as a penalty, such damages are difficult or impossible to determine, that otherwise obtaining an adequate remedy is inconvenient or impossible, and that the liquidated damages constitute a reasonable approximation of the harm or loss.

  • Compliance Procedures The Adviser will, in accordance with Rule 206(4)-7 of the Advisers Act, adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act and will provide the Trust with copies of such written policies and procedures upon request.

  • NEGOTIATING PROCEDURES (1) The District and RAP shall negotiate in a good faith effort to reach agreement over the establishment or modification of policies dealing with the salaries, terms or conditions of work and matters related thereto. Any agreement so negotiated shall apply to all paraprofessionals employed in the City School District of Rochester, New York regardless of membership or lack thereof in the organization. The District and RAP shall each appoint a negotiating committee to act on its behalf. (2) The District agrees to furnish to the negotiating committees in accordance with their reasonable request, all necessary information concerning financial resources of the District, tentative budgetary requirements and allocations, and such other information as will assist the negotiating committees in developing intelligent, accurate and constructive programs on behalf of the paraprofessionals. (3) Meetings of the negotiating committees may be initiated at the written request of either party, but not later than the first Friday in February when school is in session of any year when negotiations shall take place. The parties shall arrange for a mutually satisfactory time and place for an initial meeting within a reasonable time thereafter. All subject matters to be negotiated shall be submitted on that date. (4) If joint meetings of the negotiating committees are scheduled during the school day, members of the committees shall be released from their regular duties without loss of pay. (5) Either party may utilize the services of consultants in negotiating meetings and may call upon competent professional and lay representatives to consider matters under discussion and to make suggestions. (6) Agreements reached by the negotiating committees shall be submitted in writing to the District and RAP for ratification. (7) Upon ratification, the Agreement shall be signed by the Superintendent of Schools and the RAP President. (8) Should an impasse develop in the course of negotiations, the parties agree to utilize the impasse procedures of Section 209 of the Public Employees' Fair Employment Act.