Certain Due Diligence Matters Clause Samples

Certain Due Diligence Matters. (A) Metermaster together with all of its Subsidiaries and other Affiliates, on a consolidated basis, had neither net sales nor total assets in the amount of $25,000,000 or more for the fiscal year ended December 31, 1998. (B) Except as Metermaster may have heretofore specifically disclosed to Transmation in writing, no officer or director of Metermaster has been informed by a third party that the consummation of the Merger would result in the loss of any significant customer, potential customer or vendor of Metermaster's business. (C) With the exception of Raym▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇l of the directors and officers of Metermaster are either (i) officers of Metermaster who are obligated to Metermaster under valid and enforceable non-disclosure agreements, or (ii) Party Shareholders.

Certain Due Diligence Matters. Each Warrantor shall procure achievement of all matters set forth in this Section 6.2(d) to the satisfaction of the Investor, and provide evidence thereof to the Investor: (i) As soon as practicable and in any event no later than one (1) month after the date hereof, the Company shall and shall cause the other Group Companies to establish and maintain account receivables administrative policy and system of internal control consistent with industry practices; (ii) As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, Shanghai Jinwu shall complete the requisite filings of each of its branch offices with the competent local counterpart of the SAMR; (iii) As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, the transfer of the trademark “天天拍” to Shanghai Antuo shall complete and the public announcement of such trademark transfer shall be made; (iv) As soon as practicable after the Closing and in any event no later than one (1) month after the date hereof, the Company shall launch and maintain solid fraud prevention and reporting mechanism in consistent with industry practices to stop fraudsters; (v) As soon as practicable after the Closing Date, Shanghai Jinwu shall use its reasonable best efforts to obtain the ICP license; (vi) As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, the Company shall cause the existing tenant of the lease contract for Guangzhou branch, subject to the consent of the landlord, to sub-lease the lease contract to Shanghai Jinwu or transfer its rights and obligations thereunder to Shanghai Jinwu; (vii) As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, Shanghai Jinwu shall obtain written consent from the landlord of certain lease contracts to which Shanghai Jinpai is a signatory in relation to the use by Shanghai Jinwu of the premises thereunder; (viii) As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, if not already done, a loan contract shall be entered into by each Group Company, its affiliates or shareholders in relation to the inter-company or shareholder borrowing between or among them, if any; (ix) Following the Closing, the Company shall cause each of the PRC Domestic Companies to fully comply with all applicable Laws governing labor rela...

Certain Due Diligence Matters. (a) Seller together with all of its Subsidiaries and other Affiliates, on a consolidated basis, had neither net sales nor total assets in the amount of $100,000,000 or more for the fiscal year ended October 31, 1996. (b) Seller has heretofore permitted Buyer's representatives to conduct certain due diligence inspections of Seller's facilities located in Buffalo, New York, Baltimore, Maryland and Dayton, Ohio. Each of Seller's other facilities at which the Business is conducted or any of the Assets are located does not differ adversely, in any material respect, from such inspected facilities in terms of adequacy of space, fitness for intended use, condition of equipment, quality of Inventories, competency of employees, or procedures, policies, methods, instructions, training, databases, tooling, documentation or organization. (c) Except as Seller may have heretofore specifically disclosed to Buyer in writing, Seller has not been informed by a third party that the consummation of the transactions contemplated hereby would result in: (i) the loss of any significant customer of the Business; (ii) the loss of any significant vendor of the Business; or (iii) the refusal of any of the employees referred to in Section 8.1(i) to accept employment by Buyer. (d) The only Affiliates of Seller who have a significant amount of knowledge with respect to the operations of the Business are Samu▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ne▇▇ ▇. ▇▇▇▇▇, ▇▇it▇ ▇▇▇▇, ▇▇veton Equity Limited Partnership and BancBoston Capital. (e) Between the effective date thereof and the Closing Date, there will be no material adverse change, singly or in the aggregate, in: (i) the contents of the lease schedule portion (only) of Schedule 3.2(b) (Assumed Contracts) other than changes in the ordinary course of business having an aggregate value of less than $100,000; or (ii) the contents of Schedule 1.0 (Permitted Encumbrances) or Schedule 2.1(f) (Intellectual Property).

Certain Due Diligence Matters. Prior to the Closing Date, each Warrantor shall procure achievement of all matters set forth in this Section 6.1(a) to the satisfaction of the Investor, and provide evidence thereof to the Investor: (i) The Company and Hanfor shall have agreed on and executed certain Supplementary Agreement with respect to the disposal of Hanfor’s Share Purchase Option as defined under the Hanfor Option Agreement (the “Hanfor Supplementary Agreement”) in the form as approved by the Investor in writing. (ii) Hanfor’s application for ODI Approval shall have been initiated and shall have been formally accepted by MOFCOM. (iii) The relevant Group Companies shall have collected and the Company shall have caused the relevant Group Companies to collect all the receivables due as of the Closing Date owed by the Affiliates of the Company and/or the Founder Parties, including without limitation, 上海美天迈二手车经营有限公司, to the relevant Group Companies, the details of which receivables and the corresponding inventory car business are set forth under Section 6.1(a)(iii) of the Disclosure Schedule. The Group Companies shall have terminated the business relationship with 上海美天迈二手车经营有限公司 only with respect to the inventory car business as set forth under Section 6.1(a)(iii) of the Disclosure Schedule as of the Closing Date to the reasonable satisfaction of the Investor.

Certain Due Diligence Matters. Each Warrantor shall procure achievement of all matters as listed in SCHEDULE 4 herein to the satisfaction of the Investor, and provide evidence thereof to the Investor. The Investor shall have the right at any time and from time to time after the First Closing to track and inspect the achievement of such due diligence matters.