Purchaser Due Diligence Sample Clauses
The Purchaser Due Diligence clause establishes the buyer's right and responsibility to investigate and verify key aspects of the target business or asset before completing a transaction. This process typically involves reviewing financial records, contracts, legal compliance, and other material information to assess risks and confirm the accuracy of the seller's representations. By formalizing the due diligence process, the clause helps ensure that the purchaser is fully informed, reducing the likelihood of post-closing disputes and protecting against unforeseen liabilities.
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Purchaser Due Diligence. Purchaser shall have conducted due diligence and verified among other things, the rights and Liabilities associated with the Assets (the “Purchaser Due Diligence”). Sellers agree to afford to the officers and authorized representatives of Purchaser, reasonable access to the properties, books and records of the Sellers, as the case may be, in order that it may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Sellers and the Assets, and will furnish Purchaser with such additional financial and operating data and other information as to the Assets as the Purchaser shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each party hereto shall cooperate fully therein. No investigation by a Party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other Party under this Agreement. The occurrence of any issues in the Purchaser Due Diligence will not be grounds for termination of this Agreement by Purchaser unless such issues in aggregate would constitute a Material Adverse Effect on the Sellers or the Assets, provided the Parties shall work in good faith to address any such issues which are raised by Purchaser. Notwithstanding the foregoing, no Seller shall be required to disclose any information to Purchaser if such disclosure would, in such Seller’s reasonable determination (i) jeopardize any attorney-client or other similar privilege or (ii) contravene any Applicable Law or fiduciary duty of Seller.
Purchaser Due Diligence. Purchaser shall have completed its diligence review and investigation of Seller, the Assets, Assumed Liabilities and the Business and the results of such review and investigation shall be satisfactory to Purchaser.
Purchaser Due Diligence. The Purchaser and his representatives are solely responsible for the Purchaser’s own “due diligence” investigation of PPTI and its management and business and for the Purchaser’s analysis of the financial future and viability of PPTI and desirability of the terms of this investment. The Purchaser acknowledges that neither PPTI nor any officer or director of PPTI is making any representation or warranty regarding any financial projections previously given to the Purchaser or the assumptions underlying such financial projections, as such financial projections are subject to significant business, economic and other uncertainties and contingencies. The Purchaser acknowledges that if PPTI is not able to operate profitably or generate positive cash flows, PPTI may have difficulty meeting its obligations and may not be able to continue to operate its business, and the Purchaser could lose all of his investment. The Purchaser has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and of protecting his interest in connection therewith.
Purchaser Due Diligence. The Purchaser and his representatives are solely responsible for the Purchaser’s own “due diligence” investigation of CSI and its management and business and for the Purchaser’s analysis of the financial future and viability of CSI and desirability of the terms of this investment. The Purchaser acknowledges that neither CSI nor any officer or director of CSI is making any representation or warranty regarding any financial projections previously given to the Purchaser or the assumptions underlying such financial projections, as such financial projections are subject to significant business, economic and other uncertainties and contingencies. The Purchaser acknowledges that if CSI is not able to operate profitably or generate positive cash flows, CSI may have difficulty meeting its obligations and may not be able to continue to operate its business, and the Purchaser could lose all of his investment. The Purchaser has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and of protecting his interest in connection therewith.
Purchaser Due Diligence a) Prior to applicable Sale Date hereunder, the Purchaser, including its third-party auditors and regulatory officials with regulatory authority over the Purchaser, shall have the right, during the Seller’s normal business hours and upon reasonable advance written notice to the Seller, to examine, audit and review any and all books, records, documentation or other information of the Seller concerning the applicable Mortgage Loans or applicable Servicing Rights related to such Sale Date, whether electronic or otherwise and whether held by the Seller or another party other than any such books, records, documentation or other information that the Seller is restricted from disclosing by applicable law or regulation; provided, that, any such inspection and audit shall not unreasonably interfere with Seller’s business activities. In connection with any such examination, audit or review, the Seller shall provide the Purchaser or its agents or designees with reasonable access to its facilities, employees, servicing and origination systems and other computer and technology systems and shall cooperate in good faith in responding to any reasonable inquiries.
b) Prior to the Sale Date, unless otherwise prohibited by law or regulation, the Seller will respond to reasonable inquiries from the Purchaser regarding the Seller’s compliance with, and ability to perform its obligations under, the provisions of this Agreement, including without limitation reasonable inquiries regarding the Seller’s qualifications, expertise, capacity and staffing levels, training programs, work quality and workload balance, reputation (including complaints), information security, document custody practices, business continuity and financial viability. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, any due diligence review conducted by Purchaser shall not relieve Seller of its representations, warranties and/or covenants set forth in this Agreement or any related remedies under the Agreement.
Purchaser Due Diligence. (a) Prior to Servicing Transfer Date hereunder, the Purchaser, including its third-party auditors and regulatory officials with regulatory authority over the Purchaser, shall have the right, during the Seller’s normal business hours and upon reasonable advance written notice to the Seller, to examine, audit and review any and all books, records, documentation or other information of the Seller concerning the Mortgage Loans or Servicing Rights, whether electronic or otherwise and whether held by the Seller or another party on Seller’s behalf, other than any such books, records, documentation or other information that the Seller is restricted from disclosing by applicable law or regulation. In connection with any such examination, audit or review, the Seller shall provide the Purchaser or its agents or designees with reasonable access to its facilities, employees, servicing and origination systems, subject to Seller’s confidentiality requirements, including, but not limited to, with respect to Seller’s clients unrelated to the Servicing Rights and Applicable Privacy Laws, and shall cooperate in good faith in responding to any reasonable inquiries.
(b) Unless otherwise prohibited by law or regulation and subject to Seller’s confidentiality requirements, the Seller will respond to reasonable inquiries from the Purchaser regarding the Seller’s compliance with, and ability to perform its obligations under, the provisions of this Agreement, including without limitation reasonable inquiries regarding the Seller’s qualifications, expertise, capacity and staffing levels, training programs, work quality and workload balance, reputation (including complaints), information security, document custody practices, business continuity and financial viability.
Purchaser Due Diligence. Purchaser has performed certain due diligence in connection with the execution and delivery of this Agreement and has no knowledge of facts or circumstances which, independently or in connection with other facts or circumstances known to Purchaser, (i) would render any of the representations or warranties of the Stockholders or Rako herein to be untrue, inaccurate or incomplete in any material respect; (ii) would render any of the covenants of the Stockholders or Rako herein to be incapable of performance; or (iii) would render any conditions to the performance of any obligations hereunder incapable of fulfillment prior to the Closing Date.
Purchaser Due Diligence. Each Purchaser acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to acquire the Notes, the Warrants and the Warrant Stock. Each Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Notes, Warrants and Warrant Stock. Each Purchaser acknowledges that it has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Notes, Warrants or Warrant Stock.
Purchaser Due Diligence. Purchaser will have the right and opportunity to conduct customary due diligence with respect to any Registration Statement or Prospectus in which the name of Purchaser or any Affiliate of Purchaser appears.
Purchaser Due Diligence. In addition, Purchaser hereby represents, warrants and assures that it has conducted due diligence of the Product Lines and has been furnished by the Company, or its agents or representatives, with the Disclosure Material. Nothing in this Section 6.14 shall limit or impair any representation or warranty of Seller made in Section 5 (as modified and/or supplemented by the Schedules thereto) and/or certificates furnished by Seller pursuant to this Agreement, or the ability of Purchaser to rely thereon.