Diligence Process Sample Clauses

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty (30) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a Title Policy for such proposed Substitute Property, (ii) three years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, issued by a recognized environmental consultant, (viii) copies of all condominium documents and ground leases, if any, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgagee, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not th...
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Diligence Process. Recipient and its Representatives shall not initiate or maintain contact with any stockholder, director, officer, employee, partner, manager, member, agent, supplier, franchisee or lender of the Company with respect to or relating in any way to the Transaction, or in which the Transaction is discussed or referred to directly or indirectly, except as specifically authorized in writing by the Company and as provided in this section. Recipient hereby agrees to submit or direct to the designee or designees of the Company all (a) communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management or employee meetings or conversations and (d) discussions or questions regarding procedures.
Sample 1Sample 2See All (4)
Diligence Process. Recipient shall not, and shall cause its Representatives not to, initiate or maintain direct or indirect contact with the Disclosing Party, the Company or their Representatives, members, partners, customers, suppliers, distributors, advisors, lenders or any other person with whom the Company has a business relationship, with respect to or relating in any way to a Transaction, the Evaluation Material, or the business, operations, prospects or finances of the Company, or in which a Transaction is discussed or referred to directly or indirectly, except by or with the prior written consent of the Disclosing Party and as provided in this Section 4; provided, that such contact that (x) is in the ordinary course of business and does not relate in any way to a Transaction and (y) does not rely upon, relate to or otherwise use the Evaluation Material or information derived from the Evaluation Material shall not be prohibited. Recipient hereby agrees to submit or direct to the designee or designees of the Disclosing Party, which shall initially be made only through ABC Services Group, Inc. (“ABC”), all
Sample 1
Diligence Process. Recipient shall not, and shall cause its Representatives not to, initiate or maintain direct or indirect contact with the Disclosing Party, the Company or any of their respective Representatives, members, partners, customers, suppliers, distributors, advisors, lenders, or any other person with whom the Company has a business relationship, with respect to or relating in any way to a Transaction, the Evaluation Material, or the business, operations, prospects or finances of the Company, or in which a Transaction is discussed or referred to directly or indirectly, except by or with the prior written consent of the Disclosing Party and as provided in this Section 4; provided, that such contact that is in the ordinary course of business and does not relate in any way to a Transaction shall not be prohibited. Recipient hereby agrees to submit or direct all (a) communications regarding a Transaction, (b) requests for additional information, (c) requests for facility tours or management or employee meetings or conversations and (d) discussions or questions regarding procedures to the designee or designees of the Disclosing Party, which shall initially be Braunco, Inc. (“Auctioneer”).
Sample 1
Diligence Process. Until any of the events set forth in clauses (A), (B) or (C) of the last sentence of Section 6 occurs, Recipient shall cause its Representatives not to initiate or maintain contact with any stockholder, director, officer, employee, partner, manager, member, agent, customer, supplier or lender of the Company with respect to or relating in any way to the Transaction, or in which the Transaction is discussed or referred to directly or indirectly, except as specifically authorized in writing by the Company and as provided in this Section. Recipient hereby agrees to submit or direct to the designee or designees of the Company all (a) communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management or employee meetings or conversations and (d) discussions or questions regarding procedures.
Sample 1
Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty (30) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the
Sample 1
Diligence Process. Prior to the time of public announcement of a definitive written agreement between Recipient and the Company with respect to a Transaction, Recipient shall cause its Representatives not to initiate or maintain contact with any stockholder, director, officer, employee, partner, manager, member, agent, customer, supplier or lender of the Company with respect to or relating in any way to the Transaction, or in which the Transaction is discussed or referred to directly or indirectly, except as specifically authorized in writing by the Company and as provided in this Section. Recipient hereby agrees to submit or direct to the designee or designees of the Company all (a) requests for information, (b) requests for facility tours or management or employee meetings or conversations and (c) discussions or questions regarding diligence procedures.
Sample 1
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Diligence Process. The parties acknowledge that Seller will disclose certain Confidential Information to potential buyers of the Company in connection with the process it conducts pursuant to Section 5.06(b). The Seller agrees: (i) that Confidential Information will be disclosed only to those persons executing confidentiality agreements that are customary for similar transactions (which shall provide that the Company and the Xxxxxx Subsidiaries are express third party beneficiaries thereof); (ii) to stage the disclosure of Confidential Information so that only Confidential Information reasonably necessary for a person to gauge its interest in a possible transaction will be disclosed to those persons executing confidentiality agreements, and (iii) competitively sensitive Confidential Information will be disclosed only to those persons who Seller reasonably believes have a good faith interest in pursuing a transaction and the financial capacity to consummate a transaction.
Sample 1
Diligence Process. In consideration of the provision of the Evaluation Material to the Receiving Party, such Party agrees and shall cause its Representatives not to initiate or maintain contact with any officer, director, employee or agent of the Disclosing Party relating to the Transaction, except in accordance with guidelines that are mutually established by the Parties. Each Party hereby agrees to submit or direct to the designee or designees of the other Party all: (a) communications regarding the Transaction; (b) requests for additional information; (c) requests for facility tours or management or employee meetings; and (d) discussions or questions regarding procedures.
Sample 1

Related to Diligence Process

  • 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.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

  • Diligence Materials The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.

  • Due Diligence Session Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.

  • Acceptance Process All deliverables must be received and accepted in writing by Department’s Grant Manager before payment. The Grantee shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a reasonable time at Grantee’s expense. If Department’s Grant Manager does not accept the deliverables within 30 days of receipt, they will be deemed rejected.

  • 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.

  • 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 Review; Information The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

  • Approval Process Tenant shall notify Landlord whether it approves of the submitted working drawings within three business days after Landlord’s submission thereof. If Tenant disapproves of such working drawings, then Tenant shall notify Landlord thereof specifying in reasonable detail the reasons for such disapproval, in which case Landlord shall, within five business days after such notice, revise such working drawings in accordance with Tenant’s objections and submit the revised working drawings to Tenant for its review and approval. Tenant shall notify Landlord in writing whether it approves of the resubmitted working drawings within one business day after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Landlord and Tenant. If Tenant fails to notify Landlord that it disapproves of the initial working drawings within three business days (or, in the case of resubmitted working drawings, within one business day) after the submission thereof, then Tenant shall be deemed to have approved the working drawings in question. Any delay caused by Tenant’s unreasonable withholding of its consent or delay in giving its written approval as to such working drawings shall constitute a Tenant Delay Day (defined below). If the working drawings are not fully approved (or deemed approved) by both Landlord and Tenant by the 15th business day after the delivery of the initial draft thereof to Tenant, then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay Day.

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