Effect of Due Diligence and Related Matters Sample Clauses

The 'Effect of Due Diligence and Related Matters' clause defines how the results of a party's due diligence investigations impact the parties' rights and obligations under the agreement. Typically, this clause clarifies whether a party's review of documents, records, or other information affects their ability to rely on representations and warranties made by the other party. For example, it may state that even if a buyer discovers certain issues during due diligence, the seller remains responsible for any breaches of representations unless specifically disclosed. The core function of this clause is to allocate risk and clarify the consequences of due diligence findings, ensuring both parties understand how pre-closing investigations affect their contractual protections.
Effect of Due Diligence and Related Matters. (a) Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and has conducted its own independent review and evaluation of the Purchased Property. Accordingly, Buyer covenants and agrees that (i) except for the representations and warranties set forth in this Agreement, Buyer has not relied and will not rely upon any document or written or oral information furnished to or discovered by it or its representatives, including any financial data, (ii) there are no representations or warranties by or on behalf of Seller or its Affiliates or representatives except for those expressly set forth in this Agreement, and (iii) to the fullest extent permitted by law, Buyer's rights and obligations with respect to all of the foregoing matters will be solely as set forth in this Agreement. (b) Upon the Closing, Buyer shall be deemed to have waived any claim with respect to a breach of any representation, warranty, covenant or obligation of Seller, or any failure of a condition, hereunder of which Buyer had knowledge; provided that Buyer shall be deemed to have knowledge of the information made available to Buyer and/or its representatives during its review of the Purchased Property prior to the date of this Agreement, which information is contained in the Due Diligence Documents. (c) After the date of this Agreement and prior to the Closing Date, Buyer shall promptly notify Seller if Buyer obtains knowledge of any actual breach of any representation, warranty, covenant or obligation of Seller or any actual or prospective failure of a condition, hereunder of which Buyer obtains knowledge. Failure to provide timely notice shall be deemed to constitute a waiver of any claim with respect to such breach.
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Effect of Due Diligence and Related Matters. Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and has conducted its own independent review and evaluation of the Purchased Property. Accordingly, Buyer covenants and agrees that (i) except for the representations and warranties set forth in this Agreement and the Ancillary Documents, Buyer has not relied and will not rely upon any document or written or oral information furnished to or discovered by it or its representatives, including any financial data, (ii) there are no representations or warranties by or on behalf of Seller or its Affiliates or representatives except for those expressly set forth in this Agreement and the Ancillary Documents, and (iii) to the fullest extent permitted by law, Buyer's rights and obligations with respect to all of the foregoing matters will be solely as set forth in this Agreement and the Ancillary Documents.
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Effect of Due Diligence and Related Matters. Each of Buyer and Parent represents that it is a sophisticated entity that was advised by knowledgeable advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and has conducted its own independent review and evaluation of Company and the Business. Accordingly, Buyer and Parent covenant and agree that (i) there are no representations or warranties by or on behalf of Seller or its Affiliates or their representatives except for those expressly set forth in this Agreement or in any other agreement or document delivered pursuant to this Agreement, and (ii) to the fullest extent permitted by Law, Buyer’s and Parent’s rights and obligations with respect to the transactions contemplated hereby will be solely as set forth in this Agreement and in the other agreements and documents contemplated delivered pursuant to this Agreement.
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Effect of Due Diligence and Related Matters. Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and that it has conducted its own independent review, evaluation and inspection of TPGC and the Subsidiaries. Accordingly, Buyer covenants and agrees that (i) except for the representations and warranties set forth in this Agreement, the Disclosure Schedule or in a certificate delivered pursuant hereto by or on behalf of the Sellers, Buyer has not relied and will not rely upon, and Sellers and TPGC shall not be liable for or bound in any manner by, any express or implied verbal or written information, warranties, promises, statements, inducements, representations or opinions furnished to or discovered by Buyer or its representatives, including without limitation any financial statements or data, (ii) there are no representations or warranties by or on behalf of the Sellers, their affiliates or their representatives except for those expressly set forth in this Agreement or in another written agreement entered into with Sellers in connection with this Agreement, and (iii) to the fullest extent permitted by law, Buyer's rights and obligations with respect to all of the foregoing matters will be solely as set forth in this Agreement or in such other written agreements.
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Effect of Due Diligence and Related Matters. Each party represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial and accounting advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each party agrees that (i) there are no representations or warranties by or on behalf of the other party except for those expressly set forth in this Agreement and the Related Agreements, and, except as stated herein or therein, it has not relied and will not rely upon any document or written or oral information (including any projections or other financial data) furnished to or discovered by it or its Representatives, and (ii) to the fullest extent permitted by Law, the rights and obligations of each party with respect to the transactions contemplated hereby will be solely as set forth in this Agreement and the Related Agreements.
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Effect of Due Diligence and Related Matters. Investor acknowledges that it is a sophisticated entity that was advised by legal counsel and tax, engineering, environmental and financial advisors and others in connection with this Agreement and has conducted its own due diligence and evaluation of the Initial Shareholders, the Company and its Subsidiaries, based on the information that has been provided by the Company, which the Investor has deemed sufficient to execute the Transaction and enter into this Agreement under the conditions established herein. For the purposes of providing documentation and additional support for exceptions specifically listed in the Schedules hereto, an indexed CD-ROM and flash drive with all documents and information reviewed by Investor and its advisors during the course of the due diligence is attached hereto as Schedule 6.7, and the Investor hereby confirms its knowledge of such documents and information. The Parties hereby agree that the information contained in such CD-ROM and flash drive shall not in any manner modify any of the representations and warranties of Produquimica or the Initial Shareholders hereunder, and that the inclusion of any matter in Schedule 6.7 that is not specifically listed in any other Schedule hereto shall not serve as an inclusion of such matter for purposes of any other Schedule hereto.
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Effect of Due Diligence and Related Matters. USA Purchaser and Canadian Purchaser each represents that it is a sophisticated Entity that was advised by knowledgeable counsel and financial and accounting advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and has conducted its own independent review and evaluation of the Company and the Business. Accordingly, USA Purchaser and Canadian Purchaser each covenants and agrees that (i) there are no representations or warranties by or on behalf of DEI, Seller or their Affiliates or Representatives except for those expressly set forth in this Agreement and the Related Agreements, and, except as stated herein or therein, it has not relied and will not rely upon any document or written or oral information (including, without limitation, any projections or other financial data) furnished to or discovered by it or its Representatives, including, without limitation, the Confidential Information Memorandum dated September 2003 furnished to TCP, Buyer or their Representatives and any projections, financial data or other information contained therein, and (ii) to the fullest extent permitted by Law, the rights and obligations of USA Purchaser and Canadian Purchaser with respect to the transactions contemplated hereby will be solely as set forth in this Agreement and the Related Agreements.
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Effect of Due Diligence and Related Matters. Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and by the Closing Date will have conducted its own independent review, evaluation and inspection of the Subsidiaries. Accordingly, Buyer covenants and agrees that (i) except for the representations and warranties set forth in this Agreement and the Disclosure Schedule and any other written communication signed and delivered by an executive officer of Seller, Buyer has not relied and will not rely upon any document or written or oral information furnished to or discovered by it or its representatives, including, without limitation, any financial statements or data, (ii) there are no representations or warranties by or on behalf of Seller or its Affiliates or their representatives except for those expressly set forth in this Agreement and in any other written agreement entered into with Seller or any of its Affiliates in connection with this Agreement, and (iii) to the fullest extent permitted by law, Buyer's rights and obligations with respect to all of the foregoing matters will be solely as set forth in this Agreement or in such other written agreements.
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Effect of Due Diligence and Related Matters. Investor acknowledges that it is a sophisticated entity that was advised by legal counsel and tax, engineering, environmental and financial advisors and others in connection with this Agreement and has conducted its own due diligence and evaluation of the Initial Shareholders, the Company and its Subsidiaries, based on the information that has been provided by the Company, which the Investor has deemed sufficient to execute the Transaction and enter into this Agreement under the conditions established herein. For the purposes of providing documentation and additional support for exceptions specifically listed in the Schedules hereto, an indexed CD-ROM and flash drive with all documents and information reviewed by Investor and its advisors during the course of the due diligence is attached hereto as Schedule 6.7, and the Investor hereby confirms its knowledge of such documents and information. The Parties hereby agree that the information contained in such CD-ROM and flash drive shall not in any manner modify any of the representations and warranties of Produquimica or the Initial Shareholders hereunder, and that the inclusion of any matter in Schedule 6.7 that is not specifically listed in any other Schedule hereto shall not serve as an inclusion of such matter for purposes of any other Schedule hereto.
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Related to Effect of Due Diligence and Related Matters

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Indemnification and Related Matters Section 8.01

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days’ prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent or such Lender shall provide a draft of any such tombstone or similar advertising material to each Credit Party for review and comment prior to the publication thereof. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

  • Litigation and Compliance with Law (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

  • Capitalization and Related Matters (a) The Company has an authorized capital consisting of 230,000,000,000 shares of Common Stock and 25,000,000 shares in total of Series A-2 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series C Preferred Stock and collectively with the Series E Preferred Stock, “Preferred Stock”, of which 13,489,918,237 shares of Common Stock and 3,000 shares of Preferred Stock are issued and outstanding as of the date hereof (after giving effect to the transactions contemplated hereby) as set forth on Schedule 3.2(a) hereto. All of the outstanding shares of the Company’s capital stock are, and immediately after the Closing will be, validly issued and outstanding, fully paid and non-assessable. No such stock (i) was issued in violation of the preemptive rights of any shareholder or (ii) is held as treasury stock. All of the outstanding capital stock of the Company was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. (b) Except as set forth on Schedule 3.2(b) hereto, there are no outstanding securities convertible into Common Stock or any other capital stock of the Company nor any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, such capital stock or securities convertible into such capital stock (collectively, “Securities Rights”). Except as set forth on Schedule 3.2 hereto the Company (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock. (c) Except as set forth on Schedule 3.2(c) hereto, the Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the Company’s capital stock, including, without limitation, any voting agreement, restriction on resale, shareholder agreement or registration rights agreement.