No Material Adverse Change and Satisfactory Due Diligence Clause Samples
The "No Material Adverse Change and Satisfactory Due Diligence" clause serves to protect a party—typically the buyer in a transaction—by making the completion of the deal conditional on the absence of significant negative changes in the target's business or financial condition and on the buyer's satisfaction with its due diligence findings. In practice, this means that if, during the period between signing and closing, the target company experiences a substantial downturn or the buyer uncovers problematic issues during its investigation, the buyer may have the right to walk away from the deal. This clause is crucial for allocating risk and ensuring that the buyer is not forced to proceed with a transaction if unforeseen adverse events occur or if due diligence reveals unacceptable risks.
POPULAR SAMPLE Copied 4 times
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of the Underlying Asset since the date of this Agreement as determined by the Purchaser in its discretion. The Purchaser shall be satisfied in all respects with the results of its due diligence review of the or Underlying Asset.
No Material Adverse Change and Satisfactory Due Diligence. There is no any material adverse change in the business, condition, assets, liabilities, operations or financial performance of FDH since the date of this Agreement as determined by SKYC in its discretion. SKYC shall be satisfied in all respects with the results of its due diligence review of FDH.
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of Buyippee since the date of this Agreement as determined by ENMI in its discretion. ENMI shall be satisfied in all respects with the results of its due diligence review of Buyippee
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of Infinity Resources since the date of this Agreement as determined by Tap Resources in its discretion. Tap Resources shall be satisfied in all respects with the results of its due diligence review of Infinity Resources.
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of TGD since the date of this Agreement as determined by UTVG in its discretion. UTVG shall be satisfied in all respects with the results of its due diligence review of TGD.
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of DH Group since the date of this Agreement as determined by ENMI in its discretion. ENMI shall be satisfied in all respects with the results of its due diligence review of DH Group
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of Edible Garden since the date of this Agreement as determined by Terra Tech in its discretion. Terra Tech shall be satisfied in all respects with the results of its due diligence review of Edible Garden.
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of Powertech since the date of this Agreement as determined by Folkup Development in its discretion. Folkup Development shall be satisfied in all respects with the results of its due diligence review of Powertech
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of Powertech since the date of this Agreement as determined by KRFG in its discretion. KRFG shall be satisfied in all respects with the results of its due diligence review of Powertech
No Material Adverse Change and Satisfactory Due Diligence. There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of CFDL or Shanghai since the date of this Agreement as determined by CHCG in its discretion. CHCG shall be satisfied in all respects with the results of its due diligence review of CFDL and Shanghai.