Due Diligence Report Clause Samples

Due Diligence Report. Purchaser shall give to the Company or Shareholder written notice of the existence or occurrence of any condition of which Purchaser has actual knowledge based upon the due diligence conducted by Purchaser which would make any representation or warranty of Company or Shareholder herein contained untrue or which might reasonably be expected to prevent the timely consummation of the transactions contemplated hereby.

Due Diligence Report. The Company must provide the Lead Manager with full and free access to, and on request, copies of the Due Diligence Report and all materials and documents used or created in connection with the Due Diligence Investigations, on receipt of reasonable notice from the Lead Manager, and must maintain those materials and documents for at least seven years from Completion for that purpose. The Lead Manager must keep and must procure that it and its advisers keep confidential all information obtained under this clause 8.3, other than: (a) as required by law, the Listing Rules or the requirements of any governmental agency; (b) that the Lead Manager may provide such information to its advisers to obtain advice in relation to the Offer, in which case it must ensure that its advisers keep such information confidential to the extent required hereunder; (c) for purposes which directly relate to the Offer or the preparation of the Prospectus; or (d) as needed in relation to any actual or potential claim against the Lead Manager, its Related Bodies Corporate and directors, officers, employees and advisers of each of them in relation to the Offer or the Prospectus, for so long as such information remains confidential information and that such persons only use such information in connection with the Offer or any Inquiry.

Due Diligence Report. The Administrative Agent shall have received a due diligence report on the Acquired Company prepared by Ernst & Young the results of which shall be in form and substance satisfactory to the Agent.

Due Diligence Report. The Company agrees and acknowledges that the Buyer shall retain a consultant (the “Consultant”) to prepare a due diligence report (the “Report”) concerning the technical and economic feasibility of the Company’s diesel production plans. The Company shall provide the Consultant with reasonable access to its officers as well as use its best efforts to provide the Consultant with reasonable access to Dr, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and at least one working diesel production facility. The Company further agrees that it shall reimburse the Buyer its actual costs incurred to the Consultant in connection with the Report in an amount not to exceed $30,000, which shall be withheld from the gross proceeds of the Second Closing. In the event that the Second Closing does not occur, the Buyer shall bear these costs and the Company shall not be liable to reimburse the Buyer. The Buyer expects that the Report will be completed within 14 days of the date hereof a copy of which shall be provided to the Company.

Due Diligence Report. The Agent shall have received from the Agent's Ghanaian legal counsel a legal due diligence report in a form satisfactory to it (acting reasonably) addressed to each Finance Party and the Arranger.

Due Diligence Report. As of the Effective Date: (i) So far as it is aware, after due and careful review and inquiry, the Due Diligence Report is not misleading in any materials respect and there is no expression of the opinion and no performance analysis contained therein or conclusion reached therein in relation to any material matter which is not fair and reasonable in all material respects. (ii) To the best of its knowledge and belief, all material factual information furnished to ▇▇▇▇▇ & ▇▇▇▇▇▇▇, the Parent and the Company or any of their Subsidiaries and contained or referred to in the Due Diligence Report was due in all materials respects at the time supplied and all opinions and performance analysis supplied to such firm and contained or referred to in the Due Diligence Report were arrived at after careful consideration, were fair and were based on reasonable grounds. (iii) Nothing has occurred or come to light since the date of the Due Diligence Report which renders any material facts contained in the Due Diligence Report inaccurate or misleading as of its date or which makes any of the opinions or performance analysis contained in the Due Diligence Report other than fair and reasonable.

Due Diligence Report. A copy of the Due Diligence Report prepared by Price Waterhouse Coopers relating to the Concord Acquisition.

Due Diligence Report. The Lenders shall have received a final copy of a due diligence report, in form and substance satisfactory to the Lenders, from ▇▇▇▇▇ & ▇▇▇▇▇▇▇ covering Enertel, and the Administrative Agent, the Collateral Agent and the Lenders shall be expressly entitled to rely thereon.

Due Diligence Report. The Agent shall have received a copy of the draft due diligence report conducted by PricewaterhouseCoopers LLP on the Chicago Acquisition, and the Agent is satisfied with the results of such due diligence investigations.