Due Diligence Sample Clauses

Due Diligence. (a) Prior to the Closing, LMP may conduct due diligence concerning the Company Group Entities and the Business to confirm the veracity of Staluppi’s warranties and representations, and to otherwise engage in inspections and due diligence regarding the Business and the Purchased Assets, including obtaining such reports and studies as the LMP deems appropriate. ▇▇▇▇▇▇▇▇ agrees to provide LMP and its Representatives reasonable access to the books, records, reports, department managers (which access to such managers shall be permitted as mutually agreed by the Parties, and which LMP shall diligently undertake and complete any desired access with a manager in a timely manner), information, and facilities of the Business, and will make the officers and accountants of the Company Group Entities available at reasonable times to discuss with LMP and its Representatives such aspects of the Company Group Entities’ Business as LMP may wish. ▇▇▇▇▇▇▇▇ will cooperate with any reasonable request by the LMP to conduct financial due diligence at one of the Dealership Premises, which shall include while on site read-only access to Staluppi’s dealership management systems, with prior notice to ▇▇▇▇▇▇▇▇, and subject to such reasonable limitations as ▇▇▇▇▇▇▇▇ may impose to protect confidentiality. Any and all on-site visits and direct communications with any Company Group Entity employees ▇▇▇▇▇▇▇▇ shall be coordinated in advance with ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇. LMP’s right to inspect or to receive data and information from ▇▇▇▇▇▇▇▇ or any Company Group Entity shall terminate upon any termination of this Agreement. (b) Prior to the Closing, LMP may conduct, inspect and review any and all tests, studies, and surveys of all aspects of the Dealership Premises, including, without limitation, to evaluate the condition of the improvements located thereon, the soil conditions, environmental conditions (including Phase I and Phase II environmental site assessments), structural integrity, to confirm the ownership, zoning and status of entitlements applicable to the Dealership Premises, and to determine LMP’s ability to obtain future financing for the purchase of the Dealership Premises. LMP shall avoid any unreasonable interference with the business and operations of Staluppi’s business operations; and LMP, at its sole expense, shall promptly repair any damage caused by said inspections. ▇▇▇▇▇▇▇▇ will make its appropriate officers, employees and representatives available to LMP at all...

Due Diligence. The Agent accepts the appointment of the Owner and agrees to use due diligence in the performance of this Agreement while furnishing their services to properly lease, maintain, and continue the operation and management of the Property.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Al...

Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

Due Diligence. 8.1 The Seller confirms that the Buyer is entitled to conduct the business, financial, legal and tax due diligence of the Target Companies (the „Due Diligence”). 8.2 The Seller shall cause the managements of the Target Companies to undertake all necessary actions to grant the Buyer and its advisors (subject to confidentiality undertakings) access to all requested information about each of the Target Companies and its activities reasonably deemed by the Buyer or its advisors necessary to conduct the Due Diligence. Scope of the Due Diligence will encompass, in particular, operational activities and financial statements of the Company for the past 3 (three) years (i.e. 2007, 2008 and 2009), including all the documents required in order to determine the Target Companies 2009 EBITDA. The scope of due diligence will encompass material agreements with suppliers, clients, real estate leasing, material potential liabilities related to in particular due taxes and employees’ remuneration and other documents reasonably requested by the Buyer. The Seller shall ensure that each of the Target Companies discloses, within reasonable time, all such information, documents or data, requested by the Buyer or its advisors. 8.3 A data room established for the purpose of the Due Diligence will be the Virtual Data Room (the „VDR”) with the pertinent, standard tool allowing the Buyer and its advisors to ask questions. 8.4 The Seller is obligated to ensure that the Due Diligence commences on April 12, 2010, i.e. by that date the VDR is established and the amount of documents, which as a standard are under examination in the transactions of similar type, sufficient to commence the due diligence by the Buyer, are stored in the VDR. The Buyer is entitled to continue its Due Diligence for the period of six consecutive weeks. If necessary to provide further disclosure to the Buyer, the Seller may reopen the VDR after such period to allow further Due Diligence. Following the completion of the Restructuring Measures, the documents related to such Restructuring Measures shall be placed in the VDR, and the Parties shall agree the timing of one additional week of Due Diligence and access to the VDR for the Buyer in order to review such documents, which shall be completed prior to Closing Date. 8.5 The Seller shall provide the Buyer with an electronic copy (on a DVD or other media) of the VDR within 7 (seven) days following the completion of the Due Diligence (i.e. Due Diligence covering also ...

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's...

Due Diligence. The Buyer shall have the right, from time to time as the Buyer may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company and its officers and employees shall provide information and reasonably cooperate with the Buyer in connection with any reasonable request by the Buyer related to the Buyer’s due diligence of the Company, including, but not limited to, any such request made by the Buyer in connection with (i) the filing of the registration statement described in Section 4(a) hereof and (ii) the Commencement; provided, however, that at no time is the Company required or permitted to disclose material nonpublic information to the Buyer or breach any obligation of confidentiality or non-disclosure to a third party or make any disclosure that could cause a waiver of attorney-client privilege. Except as may be required by law, court order or governmental authority, each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information of such other party for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party.

Due Diligence. Purchaser and its representatives shall be permitted to enter upon the Property at any reasonable time and from time to time before the Closing Date to examine, inspect and investigate the Property as well as all records and other documentation provided by Seller or located at the Property (collectively, "Due Diligence"). The Due Diligence shall be subject to the terms, conditions and limitations set forth in this Section 3.2. (a) Purchaser shall have a right to enter upon the Property for the purpose of conducting its Due Diligence provided that in each such instance (i) Purchaser notifies Seller of its intent to enter the Property to conduct its Due Diligence not less than 48 hours prior to such entry; (ii) the date and approximate time period are scheduled with Seller; and (iii) Purchaser is in full compliance with the insurance requirements set forth in Section 3.2(f) hereof. At Seller's election, a representative of Seller shall be present during any entry by Purchaser or its representatives upon the Property for conducting its Due Diligence. Purchaser shall take all necessary actions to insure that neither it nor any of its representatives interfere with the tenants or ongoing operations occurring at the Property. Purchaser shall not cause or permit any mechanic liens, materialmen's liens or other liens to be filed against the Property as a result of its Due Diligence. (b) Purchaser shall have through the last day of the Due Diligence Period in which to conduct its Due Diligence and, in Purchaser's sole discretion, to determine whether the Property is acceptable to Purchaser. If during the Due Diligence Period, Purchaser becomes aware of any problem or defect in the Property or any other aspect of the Property which Purchaser determines makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day of the Due Diligence Period. If Purchaser does not timely deliver the ▇▇▇▇▇▇▇ Money, this Agreement shall automatically terminate. In the event of such termination, neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations. (c) Purchaser shall, at least thirty-one (31) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, which are noted on Schedule 2 as being terminable upon thirty (30) days notice, that Purchaser does not elect to assume....

Due Diligence. 5.1 Both Parties agree that when entering into a Call-Off Contract they: ● have made their own enquiries and are satisfied by the accuracy of any information supplied by the other Party ● are confident that they can fulfil their obligations according to the Call-Off Contract terms ● have raised all due diligence questions before signing the Call-Off Contract ● have entered into the Call-Off Contract relying on its own due diligence