Investigation and Due Diligence Clause Samples
The Investigation and Due Diligence clause establishes the right and responsibility of one or both parties to thoroughly examine relevant information, documents, and assets before finalizing an agreement. In practice, this may involve reviewing financial records, inspecting physical property, or verifying compliance with legal requirements to ensure all representations are accurate. Its core function is to protect parties from unforeseen risks or misrepresentations by allowing them to make informed decisions based on verified facts before committing to the contract.
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Investigation and Due Diligence. Following execution of this letter by the parties, Thermal and Transfer will be entitled to continue their respective due diligence investigations of the Business and G&O and each will provide the other with monthly financial statements regarding the Business and the business of G&O, as applicable; provided, however, that each party acknowledges that it believes it has completed the basic transactional due diligence reviews necessary to permit it to enter into the Definitive Agreements and agrees that, other than with respect to environmental matters as described below, the Transaction terms outlined in this letter will not be subject to change based upon the parties' ongoing due diligence investigations. Thermal will have the right to conduct further reasonable environmental investigations, testing and/or due diligence (the "Environmental Due Diligence") at Transfer's Jackson, Mississippi facility (the "▇▇▇▇▇▇▇ Facility") and Transfer will have the right to conduct reasonable Environmental Due Diligence at Thermal's Mill, Netherlands facility, provided, that Thermal or Transfer, as the case may be, provides the other reasonable advance notice of any such Environment Due Diligence and the scope thereof and endeavors to complete its respective Environmental Due Diligence as expeditiously as practicable and with minimal disruption to the other's normal operations. The Definitive Agreements would provide that if, as of the Closing, the midpoint of the range of estimated clean-up and related costs of one of the facilities exceeds the midpoint of the range of estimated clean-up and related costs of the other facility, the owner of the former facility prior to the Closing would bear the cost differential, on a discounted cash flow basis. Each party will be solely responsible for all costs and expenses incurred in conducting its respective Environmental Due Diligence and solely liable for any injuries or other losses suffered or incurred by the persons conducting such Environmental Due Diligence on its behalf.
Investigation and Due Diligence. No investigation, examination, audit, inspection or other due diligence prior to the Closing shall affect a Person's respective rights to indemnity pursuant to this Agreement; provided, that the foregoing is not intended to affect the representations, warranties and other agreements as modified by the Schedules to this Agreement.
Investigation and Due Diligence. No investigation, -------------------------------- examination, audit, inspection or other due diligence prior to the Closing shall affect the parties' respective rights to indemnity pursuant to this Agreement.
Investigation and Due Diligence. 28 8.10 EXPRESS NEGLIGENCE.............................................. 29 ARTICLE 9 NATURE OF STATEMENTS AND SURVIVAL OF COVENANTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS ARTICLE 10 TERMINATION 10.1 EVENTS OF TERMINATION........................................... 29 10.2
Investigation and Due Diligence. The Parties have conducted extensive informal discovery, investigated the facts, and analyzed the law during their respective prosecution and defense of this Action. As part of their investigations, the Parties and their counsel have collected, exchanged, and analyzed hundreds of documents, including, policy, personnel, payroll, timekeeping, and dispatch records, concerning the merits and possible extent of Plaintiff’s claims and Defendants’ defenses and have amply considered and analyzed their respective claims and defenses.
Investigation and Due Diligence. No investigation, examination, audit, inspection or other due diligence prior to the Closing shall affect any party's rights to indemnify pursuant to this Agreement; provided, that the foregoing is not intended to affect the representations, warranties and other agreements as modified by the Disclosure Schedule.
Investigation and Due Diligence. The Parties have conducted discovery, investigated the facts, and analyzed the law during their respective prosecution and defense of Claims Two and Five in this Action. As part of their investigations, the Plaintiffs’ counsel have:
(a) interviewed the pertinent witnesses regarding the facts underlying Claims Two and Five; (b) collected, reviewed, and analyzed the pertinent documents concerning the merits and possible extent of Claims Two and Five and the County’s defenses; (c) deposed the County’s Rule 30(b)(6) designee and several other individual witnesses; (d) engaged in extensive motion practice, including motions for summary judgment; and (e) amply considered and analyzed their respective claims and defenses.
Investigation and Due Diligence. Buyer has been afforded the opportunity to visit, inspect and review, and has actually visited, inspected and reviewed to its satisfaction, all of the locations and properties of the Company and all of the Company's financial statements, accounts and books and records, its formation and operational documents and its legal affairs and claims, and to discuss all such matters with the officers and directors of the Company. Buyer has also had the opportunity to review the Joint Venture Agreement and to discuss it with Weifang Neo-Luck (Group) Corporation, a corporation based in Shandong Province. Buyer understands and is satisfied with its inspections and reviews, its questions have been answered to its satisfaction, and it has made an independent determination of the value of the Share and the assets and liabilities, including contingent, unknown or unliquidated liabilities, of the Company and is not relying on the Seller with respect to these matters. Buyer has consulted with such legal, financial and other experts and consultants as Buyer has determined appropriate to advise Buyer regarding its visits, reviews and inspections, and on all aspects of on the Company, the Company's business and financial affairs and status, the Share and the Purchase Price.
Investigation and Due Diligence. Parent and Merger Sub have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, review and analysis was conducted by Parent and/or Merger Sub and their respective Affiliates and, to the extent Parent or Merger Sub deemed appropriate, by Parent’s or Merger Sub’s respective representatives. The representations and warranties set forth in this Section 4.14 do not in any manner limit or modify any of the express representations and warranties set forth in Article III.