Continued Due Diligence Sample Clauses

Continued Due Diligence. From the date hereof until the Closing Date, Seller shall (a) give Buyer, its counsel, financial advisors, financing sources, auditors and other authorized representatives full access to the offices, properties, books and records of Seller related to the Product and the Acquired Assets, (b) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Product and the Acquired Assets as such Persons may reasonably request and (c) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Product and the Acquired Assets. No investigation by Buyer pursuant to this Section 7.2 shall affect any representation or warranty given by Seller hereunder or any of Buyer’s rights under this Agreement.
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Continued Due Diligence. XPIT and the Stockholder will cooperate with and will provide to Acquisition Co. all of the information requested by Acquisition Co. in connection with its due diligence investigation of XPIT, the Acquired Assets, the Assumed Obligations, the Excluded Liabilities, and related matters, including, without limitation, all contracts, leases, and agreements related to the XPIT Business (including prior purchase agreements and leases for property and equipment), financial statements, the condition of property and equipment, and confirmation of revenues, expenses, inventories, accounts receivable, accounts payable, contracts receivable, and liabilities. Acquisition Co. shall further have the right, prior to the Closing, to inspect the premises of XPIT and to interview or meet with employees to assist in transition and to determine the nature and status of projects currently in development. Any due diligence or investigation by Acquisition Co. shall not affect the representations and warranties of XPIT contained in this Agreement, which shall continue in effect and shall survive the Closing.
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Continued Due Diligence. During the period from the date hereof through and until the Closing Date, API shall continue to have reasonable access (during normal business hours) to the assets, liabilities, properties, employees, business and operations of the Corporation and the Subsidiary, and the right to make such continuing examination of the books, records and financial condition of the Corporation and the Subsidiary as API may wish.
Sample 1
Continued Due Diligence. Professionals and PICOM, on the one hand, and MEEMIC, on the other hand, desire to have an opportunity to continue to conduct an investigation of the business and operations of each other in order to determine to each party's satisfaction and the satisfaction of each party's independent auditors, among other things, (i) the financial soundness of each party, including the adequacy of reserves for losses and loss adjustment expenses, and (ii) the experience and ability of Professionals to perform the services identified in the Management Services Agreement. Accordingly, following the execution of this Agreement until Closing, Professionals, PICOM and MEEMIC and their representatives shall have reasonable access, subject to the Confidentiality and Non-Disclosure Agreement dated November 7, 1996, as amended, to the other party's books, records and accounts as they shall reasonably request and as shall be necessary in order to conduct such investigations. Professionals, PICOM, and MEEMIC shall also consent to the review by the other party hereto of the reports and papers of their respective independent auditors prior to the consummation of the Agreement. All such books, accounts, records and reports reviewed during an investigation by either party shall be returned to the respective party upon the earliest of (i) request of the party, or (ii) within ten (10) days following the Closing.
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Continued Due Diligence. Each party shall continue to provide any and all documentation requested by the other party for its review. Each party shall be satisfied with their review of documentation produced by the other party, which shall be memorialized by the approval of its Conference Board.
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Continued Due Diligence. During the period from the date hereof through and until the Closing Date, APG and its representatives, agents and employees shall continue to have reasonable access (during normal business hours) to the properties, employees, business and operations of IAI, and the right to make such continuing examination of the books, records and financial condition of IAI as APG may wish.
Sample 1
Continued Due Diligence. The Buyer and Xxxxxxx shall diligently continue to investigate, review and conduct their due diligence on Seller, the Business and the Assets, the parties agreeing that the items or issues listed on Schedule 6.1 or items or issues identified or discovered in reviewing items or issues listed on Schedule 6.1 ("Open Diligence Items") are the items or issues which require additional or continued due diligence.
Sample 1
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Continued Due Diligence. 29 6.2 Release of Seller from Lease . . . . . . . . . . . 29
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Continued Due Diligence. During the period from the date of this Agreement to the Closing, each of the Seller Companies will continue to grant to Buyer and North access to IOC and its records as provided in Section 6.1, and, during such period, each Seller Company will use its best efforts (and use its best efforts to cause IOC and its Subsidiaries) to notify Buyer of any Material Adverse Effect with respect to IOC and its Subsidiaries, of any complaints, investigations, hearings or other regulatory or legislative proceedings or initiatives of any Governmental Entity, or of any actual, pending or threatened material litigation (or settlement thereof), in each case involving IOC or its Subsidiaries and of which such Seller Company has knowledge, and to keep Buyer fully informed of such events.
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Related to Continued Due Diligence

  • Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • Completion of Due Diligence VPI has substantially completed its due diligence of the COMPANY as of the date hereof, except for any additional investigation that may be needed as a result of a notice pursuant to Section 7.7 or an amendment pursuant to Section 7.8.

  • Periodic Due Diligence Review Borrower acknowledges that Lender has the right to perform continuing due diligence reviews with respect to the Collateral, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining and re-determining the Borrowing Base under Section 2.04(a) hereof, or otherwise, and Borrower agrees that Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Collateral securing the Loans, including, without limitation, ordering new credit reports and Appraisals on the applicable Collateral and otherwise regenerating the information used to originate such Eligible Collateral. Upon reasonable (but no less than one (1) Business Day) prior notice to Borrower, Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Collateral Files and any and all documents, records, agreements, instruments or information relating to such Collateral in the possession or under the control of Borrower and/or Custodian. Borrower also shall make available to Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Collateral Files and the Collateral. Borrower agrees to cooperate with Lender and any third party underwriter designated by Lender in connection with such underwriting, including, but not limited to, providing Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Collateral in the possession, or under the control, of Borrower. Borrower further agrees that Borrower shall reimburse Lender for any and all out-of-pocket costs and expenses incurred by Lender in connection with Lender's activities pursuant to this Section 11.15.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Satisfactory Completion of Due Diligence The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.

  • Due Diligence Fee Company shall pay the Investor a non-refundable due diligence fee of Five Thousand Dollars ($5,000) upon submission of the due diligence documents to the Investor.

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