No due diligence restriction Sample Clauses

The "No due diligence restriction" clause establishes that a party is not obligated to conduct any due diligence or investigation before entering into the agreement. In practice, this means that the party can rely on the representations and warranties provided by the other side without being required to independently verify their accuracy or completeness. This clause is often used to clarify that the risk of undisclosed issues remains with the party making the representations, thereby streamlining the transaction process and allocating responsibility for information disclosure.
No due diligence restriction. Subject to clause 13.5 and clause 13.11, but without limiting clause 13.2, during the Exclusivity Period, the Company must not, and must procure that each of its Representatives does not, directly or indirectly: (a) make available to any Third Party, or cause or permit any Third Party to receive, any non- public information relating to the Company or any of its Related Companies that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal; or (b) assist, encourage, procure or induce any person to do any of the things referred to in clause 13.4(a) on its behalf.
View SourceView Similar (4)
No due diligence restriction. Subject to clause 14.4 and clause 14.11, but without limiting clause 14.2, during the Exclusivity Period, Pushpay must not, and must procure that each of its Representatives does not, directly or indirectly: (a) make available to any Third Party, or cause or permit any Third Party to receive, any non-public information relating to Pushpay or any of its Related Companies that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal; or (b) assist, encourage, procure or induce any person to do any of the things referred to in clause 14.3(a) on its behalf.
View SourceView Similar (3)
No due diligence restriction. Subject to clause 14.4 and clause 14.11, but without limiting clause 14.2, during the Exclusivity Period, the Target must not, and must procure that each of its Representatives does not, directly or indirectly: (a) make available to any Third Party, or cause or permit any Third Party to receive, any non-public information relating to the Target or any of its Related Companies that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal; or (b) assist, encourage, procure or induce any person to do any of the things referred to in clause 14.3(a) on its behalf.
View SourceView Similar (2)
No due diligence restriction. Subject to clause 12.7, during the Exclusivity Period, each of KWR and BTR must not, and must procure that each of its respective Representatives do not, directly or indirectly: (a) make available to any Third Party, or cause or permit any Third Party (other than a Government Agency) to receive, any non-public information relating to KWR or BTR or any of its Related Entities that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal or a Potential Competing Proposal; or (b) assist, encourage, procure or induce any person to do any of the things referred to in clause 12.3(a) on its behalf.
View Source
No due diligence restriction. (a) Subject to clause 11.6, during the Exclusivity Period, QMS must not directly or indirectly: (i) solicit, initiate, facilitate, encourage or invite any person (other than Bidder, its affiliates or its Authorised Persons) to undertake due diligence investigations in respect of QMS or any member of the QMS Group or MediaWorks or any member of the MediaWorks Group, or any of their respective businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal; or (ii) make available to any person (other than Bidder, its affiliates or its Authorised Persons) or permit any such person to receive, other than in the ordinary course of business or as required by law or the rules of any prescribed financial market, any Non-Public Information relating to QMS or any member of the QMS Group or MediaWorks or any member of the MediaWorks Group, or any of their respective businesses and operations with a view to obtaining or which may reasonably be expected to lead to a Competing Proposal. (b) During the Exclusivity Period, QMS must promptly provide the Bidder with any material Non-Public Information relating to the QMS Group or the MediaWorks Group, or any of their respective businesses and operations made available to any person by QMS, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal and the substance of which has not previously been provided to Bidder.
View Source

Related to No due diligence restriction

  • LICENCE RESTRICTIONS You agree that you will: • not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us; • not copy the App, Documentation or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security; • not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms; • not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities: •is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and •is not used to create any software that is substantially similar in its expression to the App; •is kept secure; and •is used only for the Permitted Objective; • comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

  • No Defaults or Restrictions Neither the execution and delivery of the Transaction Documents nor compliance with their respective terms and conditions will (whether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a breach of, or constitute a default under: (1) the Charter or Bylaws of the Company; (2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other agreement or instrument to which the Company or Bank, as applicable, is now a party or by which it or any of its properties may be bound or affected; (3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to the Company or the Bank; or (4) any statute, rule or regulation applicable to the Company, except, in the case of items (2), (3) or (4), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of the Company. Neither the Company nor the Bank is in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which the Company or the Bank, as applicable, is a party or by which the Company or the Bank, as applicable, or any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the Company.

  • Age Restrictions Drivers must be 21 years of age or over.

  • AGE RESTRICTION You must be at least 18 (eighteen) years of age to use this Website or any Services contained herein. By using this Website, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of Your age.

  • Reasonable Restrictions The Parties acknowledge that the foregoing restrictions, as well as the duration and the territorial scope thereof as set forth in this ARTICLE IV, are under all of the circumstances reasonable and necessary for the protection of the Company and its business.