Continuing Due Diligence. (a) In respect of each Unit to be Refurbished and undergoing Refurbishment, commencing on the Refurbishment Lock-in Date until the date of Final Completion of each such Unit, the Generator will permit, on an Open Book Basis, the Counterparty and the Counterparty’s Representatives to monitor and be fully- informed of the matters related to the Refurbishment, including by:
Continuing Due Diligence. At the request of the Purchaser, the Shareholder shall, from time to time, give or cause to be given to the Purchaser, its officers, employees, counsel, accountants and other representatives, upon reasonable notice to the Shareholder, reasonable access during normal business hours, without undue disruption to the Business of the Company or any Subsidiary, to the properties and assets and all of the books, minute books, title papers, records, files, Contracts, insurance policies, environmental records and reports, licenses and documents of every character solely to conduct continuing due diligence investigations of the Company and the Subsidiaries relating to the Business for the purpose of monitoring the Business until and through the Closing Date and to plan for transitional matters after the Closing. For these purposes, the Shareholder shall furnish or cause to be furnished to the Purchaser, its officers, employees, counsel, accountants and other representatives the information with respect to the properties or assets of the Company and the Subsidiaries as any of them may reasonably request. The Purchaser, its officers, employees, counsel, accountants and other representatives shall have the authority to interview, as reasonably necessary and without undue disruption to the Business of the Company or any Subsidiary, all employees, customers, vendors, suppliers and other parties having relationships with the Company and/or the Subsidiaries, and the Shareholder shall make such introductions as may be requested; PROVIDED, HOWEVER, that access to customers for investigatory purposes shall, if granted by the Shareholder, be undertaken in a commercially reasonably manner consistent with the best interests of the Company and the Subsidiaries and shall be subject to the prior consent of the Shareholder, which consent shall not be unreasonably withheld.
Continuing Due Diligence. The Company shall provide financial and marketing information to the Lender on a weekly basis. The content and list of required information that the Borrower will supply will be in a format that is acceptable to the Lender. No additional draws will be supplied as long as the Borrower is in default of this provision.
Continuing Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and Seller agrees to make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Loan Purchase Detail and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right, at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to Originate such Purchased Loan. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform continuing due diligence reviews of Seller and its Affiliates, directors, and Subsidiaries and the officers, employees and significant shareholders or members thereof. Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28 shall be paid by Seller. BUYER: Associated Bank, N.A. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Senior Vice President SELLER: SIRVA Mortgage, Inc., an Ohio corporation By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx, President Applicable Annexes [X] Annex 1 Customized Terms [X] Annex 2 Representations and Warranties Concerning Mortgage Loans Annex 1
Continuing Due Diligence. At the request of the Purchaser, the Shareholder shall, from time to time, give or cause to be given to the Purchaser, its officers, employees, counsel, accountants and other representatives, upon reasonable notice to the Shareholder, reasonable access during normal business hours, without undue disruption to the Business of the Company, to the books, minute books, title papers, records, files, Contracts, insurance policies, licenses and documents of every character solely to conduct continuing due diligence investigations of the Company for the purpose of monitoring the Company until and through the Closing Date and to plan for transitional matters after the Closing. For these purposes, the Shareholder shall furnish or cause to be furnished to the Purchaser, its officers, employees, counsel, accountants and other representatives the information with respect to the properties or assets of the Company as any of them may reasonably request.
Continuing Due Diligence. From and after the date hereof through the Closing, Seller shall furnish Purchaser with such additional financial and operating data and other information as to the operations, business, properties and assets of the Seller, reasonably available to Seller, as Purchaser shall from time to time reasonably require and, to the extent that such data and information is not otherwise available, Seller shall give and afford to the Purchaser access at reasonable times during the Seller's normal business hours to the facility, properties and books and records relating to the Seller, the Business and the Assets, in order that Purchaser may have a continuing opportunity to familiarize itself with the affairs of the Seller and conduct an appraisal of the Assets; provided, however, that the foregoing shall be conducted in such manner and at such times as not to interfere unreasonably with the operations of the Seller or adversely effect the Seller, the Business or the Assets.
Continuing Due Diligence. Beginning with the date of execution of this Agreement and continuing through the Closing Date, Universal and UFMG shall be entitled to an additional due diligence investigatory period during which it may conduct such review and examination of the books, records, financial statements, assets and liabilities of Rainbo and Xxxxx as Universal or UFMG deems appropriate.
Continuing Due Diligence. Purchaser’s sole right to reject and to not purchase Assets (other than on account of Seller’s failure to perform its obligations under this Agreement) shall be pursuant to Section 3.1 above. Notwithstanding to the foregoing, Purchaser, for its own account, may inspect, test, or survey any Property, and subject to the terms of the applicable Loan Documents, any Collateral Property (in each case, Sellers may provide a representative to accompany Purchaser), at any reasonable time during business hours during the Due Diligence Period and at any reasonable time during business hours up until the Closing Date. Purchaser shall have the right to review all of the Due Diligence Materials and to conduct such due diligence as is deemed necessary or appropriate by Purchaser in connection with the transactions contemplated by this Agreement, including, without limitation, non-invasive or invasive environmental testing or engineering surveys of the Property, interviews with the Tenants (as hereinafter defined), and such other due diligence as is customarily conducted by purchasers of real property. Purchaser shall restore the Property to its condition existing immediately prior to Purchaser’s inspection thereof, and Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any inspection, whether occasioned by the acts of Purchaser or any of its employees, agents, representatives or contractors, and Purchaser shall indemnify and hold harmless Sellers and their respective agents, employees, officers, directors, affiliates and asset managers from any liability resulting therefrom. This indemnification by Purchaser shall survive the Closing or the earlier termination of this Agreement, as applicable.
Continuing Due Diligence. During the Interim Period, the Seller shall continue to (a) afford the Purchasers and their authorized representatives (including independent public accountants and attorneys) reasonable access to the employees and business and financial records of the Transferring Companies and (b) furnish to the Purchasers and their authorized representatives (including independent public accountants and attorneys) such additional information concerning the assets, properties and operations of the Transferring Companies, in both cases as reasonably necessary for the Purchasers to conduct financial due diligence of the Transferring Companies for the purposes of satisfying the conditional exclusion of the financial statements of the Transferring Companies as set forth in the W&I Policy.
Continuing Due Diligence. During the Interim Period, each Seller shall continue to (a) afford the Purchaser and its authorized representatives (including independent public accountants and attorneys) reasonable access to the employees and business and financial records of the Relevant Project Company and (b) furnish to the Purchaser and its authorized representatives (including independent public accountants and attorneys) such additional information concerning the assets, properties and operations of the Relevant Project Company, in both cases as reasonably necessary for the Purchaser to conduct financial due diligence of the Relevant Project Company for the purposes of satisfying the conditional exclusion of the financial statements of the Relevant Project Company as set forth in the W&I Policy.
