Due Diligence Examination Clause Samples

Due Diligence Examination. The counsel to the Representative and other persons retained by the Representative to conduct a due diligence investigation with respect to the offering, shall be reasonably satisfied with the results of their respective due diligence investigations.

Due Diligence Examination. Make available for inspection by the holders of a majority of the Registrable Securities being sold and any managing underwriter or underwriters participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement.

Due Diligence Examination. (a) Purchaser shall have a period commencing on the Effective Date and terminating at 5:00 p.m. EST on the forty-fifth (45th) day following the Effective Date (the “Due Diligence Period”) to examine title to the Property, to inspect the physical and financial condition of the Property and to review the Due Diligence Material, all at Purchaser’s sole cost and expense. Notwithstanding the foregoing, Purchaser shall have the one-time right to extend the Due Diligence Period by fifteen (15) days if (i) despite Purchaser’s diligent, good faith efforts, Purchaser has not obtained the Franchisor Approval pursuant to Section 2.4, (ii) Purchaser has not received a Loan Commitment pursuant to Section 2.5, and provided Purchaser delivers written notice of such extension to Seller not later than the expiration of the Due Diligence Period, or (iii) Purchaser requires, in its sole but good faith determination, additional time to audit Seller’s books and records related to the Property. (b) Within five (5) Business Days following the date hereof, Seller shall provide to Purchaser, to the extent in the possession or reasonable control of Seller or any affiliate or property manager thereof, copies of the due diligence material more particularly described on Schedule 2.2 attached hereto (the “Due Diligence Material”). In addition, Seller agrees to provide Purchaser reasonable access to Seller’s books and records related to the Property (to the extent the same are not part of the Due Diligence Material) during business hours and upon reasonable prior notice, and to cooperate with Purchaser in connection with Purchaser’s evaluation and auditing of such books and records. All Due Diligence Material and books and records relating to the Property shall be treated by Purchaser as confidential, and Purchaser shall instruct all of its employees, agents, representatives and contractors as to the confidentiality of such information (subject to any disclosures which are permitted pursuant to Section 8.11 of this Agreement). Additionally, during the term of this Agreement, Purchaser, its agents and designees, shall have the right to enter the Property, upon reasonable prior notice to Seller, for the purposes of inspecting the Property, conducting soil tests, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other investigations and inspections as Purchaser may reasonably require to assess the condition and suitability of the ...

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 mutually agreed upon 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 (with the prior written consent of Seller) 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 and agrees not to view any rooms occupied at the time of such visit by guests of the Hotel.

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. Seller and Buyer shall also agree during the Review Period which FF&E Leases shall be assumed by Buyer. Failure, to agree on FF&E Leases shall give either party the right to terminate the agreement.

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 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 advance (not less than 24 hours) notice to the Company unless otherwise agreed to by Buyer and the Company (the “Due Diligence Examination”). The Company shall have the right to have its representative present during Buyer’s physical inspections of the Property, provided that failure of the Company 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 completion or operation of the Property. Buyer may not conduct a Phase II environmental site assessment or any other invasive environmental procedure without the prior written consent of the 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 and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested 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 (the “Due Diligence Examination”). Seller shall have the right to have its designated 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. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

Due Diligence Examination. (a) From the date of this Agreement until 5:00 p.m. New York time on the 21st day following the first Business Day following the date of this Agreement (the “Examination Period”), the Company will afford to Buyer and its representatives reasonable access during normal business hours to the offices, personnel and books and records of the Company in order for Buyer to conduct a title examination and environmental examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined below) or Environmental Defects exist. (b) Buyer and its representatives may examine all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, operating records and agreements, well files, financial and accounting records, geological, geophysical, engineering and environmental records, in each case insofar as the same may now be in existence and in the possession of the Company, provided, however, that the Company may withhold access to (i) all legally privileged documents and (ii) information that the Company is prohibited from disclosing by bona fide, third party confidentiality restrictions; provided further that the Company will use its reasonable efforts to obtain a waiver of any such restrictions in favor of Buyer. The cost and expense of Buyer’s review of the title to the Oil and Gas Properties and environmental conditions on the Oil and Gas Properties will be borne solely by Buyer. Buyer will not contact any of the customers or suppliers of the Company or its Working Interest co-owners, operators, lessors or surface interest owners, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of the Company, which consent will not be unreasonably withheld. Buyer will indemnify and hold harmless Seller and Company, and their respective officers, directors, agents, representatives, employees, successors, and assigns against any Damages arising from or in connection with Buyer’s due diligence examination of title to the Oil and Gas Properties or the environmental conditions of the Oil and Gas Properties; provided, however, that Damages, for this purpose only, shall not include Damages to the extent resulting solely from the discovery of Buyer, its officers, directors, agents, representatives, employees, successors or assigns...

Due Diligence Examination. Prior to the date of filing of the Filing Statement by Sinomar with the Exchange, the Shareholders shall have conducted a due diligence examination of Sinomar and shall be satisfied with the results thereof, or shall promptly notify Sinomar that it is not so satisfied.