Diligence Reports definition

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Diligence Reports means, collectively, those certain reports with respect to the physical and environmental condition of the Properties which are listed in Exhibit 1.1(d) and any other formal written reports delivered by consultants engaged by the USRP Entities regarding the physical or environmental condition of the Properties, including the Surveys.

Diligence Reports means each of the following reports:

Examples of Diligence Reports in a sentence

Prior to the date of this Agreement, the Accountants shall have furnished to the Representative, at the request of the Depositor, copies of the Accountant’s Due Diligence Reports, and on the date of this Agreement and on the Closing Date, the Accountants shall have furnished to the Representative, at the request of the Depositor, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.
These Diligence Reports shall describe Company’s, AFFILIATED COMPANIES or any SUBLICENSEE(S)’s technical efforts towards meeting its obligations under the terms of this Agreement.
The Accountants have consented to the use of the Accountants’ Due Diligence Reports in the preparation of a Form 15G (as defined below) furnished on ▇▇▇▇▇ as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).
Except for the Accountants with respect to the Accountants’ Due Diligence Reports, such Underwriter has not employed (and, through and including the Closing Date, will not employ without the consent of the Depositor) any third party to engage in any activity that constitutes Due Diligence Services, and has not received a Form 15E from any party, in connection with the transactions contemplated by this Agreement and the Prospectus.
Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement or any information disclosed by the Inspections or in the Seller Due Diligence Materials, the Purchaser Due Diligence Reports or any other documents, materials, data or other information with respect to the Property or the Business which is not generally known to the public (the “Confidential Information”).
In addition, if Licensee is required to continue to pay Royalties on Net Sales after termination or expiration, then all of the terms and conditions of this Agreement shall remain in full force and effect other than Sections 2 (License Grant), 3 (Diligence), 4.1 (Annual License Fees), 4.2 (Milestone Payments), 5.1 (Diligence Reports), and 7 (Intellectual Property).
Tenant shall promptly deliver to Landlord, at no cost to Landlord, all third party reports, of the same type as the Due Diligence Reports, prepared for Tenant in connection with any Studies of the Premises.
Notwithstanding the foregoing, the extent of the Inspections to be conducted and the Purchaser Due Diligence Reports to be prepared in connection with the transactions contemplated by this Agreement shall be in the sole discretion of Purchaser, and Purchaser shall be under no obligation to complete or cause the completion of any such Inspections or Purchaser Due Diligence Reports, whether or not this Agreement is terminated prior to Closing.
These Diligence Reports shall describe Company’s, AFFILIATED COMPANIES’ and any SUBLICENSEE(S)’s technical efforts towards meeting its obligations under the terms of this Agreement.
It is the parties’ express understanding and agreement that all of the Due Diligence Reports and any other such materials are provided by Landlord solely for Tenant’s convenience in making its own examination of the Premises, and, in making such examination, Tenant shall rely exclusively on its own independent investigation and evaluation of the Premises and not on the Due Diligence Reports or any other materials supplied by Landlord or Landlord’s Agents.

More Definitions of Diligence Reports

Diligence Reports has the meaning set forth in Section 6.2.

Diligence Reports mean the results of any examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations prepared by or for or otherwise obtained by or on behalf of Purchaser in connection with the Property, together with the documents and other materials delivered by Seller to Purchaser including, without limitation, the Diligence Materials. A representation or warranty shall not be deemed to have been breached if the representation or warranty is not true and correct in all material respects as of the Closing by reason of changed facts or circumstances which (i) pursuant to the terms of this Agreement are permitted to have occurred or (ii) are not within the reasonable control of Seller; provided, however that if a material change in (ii) occurs, Purchaser shall have the right to terminate this Agreement and be entitled to a return of the Deposit, and the parties shall have no further rights and obligations hereunder, except as expressly set forth herein.

Diligence Reports means the Legal VDD Report, the Cyber VDD Report, the Financial VDD Report, the Real Estate VDD Report, the Commercial NGM VDD Report and the Environmental NGGT VDD Report; “Disclosed” means any fact, matter or circumstance fairly disclosed to the Investor in such manner and in sufficient detail to enable the Investor to assess the nature, scope and extent of the matter disclosed; “Disclosure Letter” means the letter dated on the same date as this Agreement from the Seller to the Investor disclosing information constituting exceptions to the Seller’s Warranties; “EIB Loans” means: (i) the £266,800,000 retail price index linked loan (outstanding principal amount as at 31 March 2021); and (ii) the £279,200,000 retail price index linked loan (outstanding principal amount as at 31 March 2021), each advanced to NGG under the finance contract dated 28 February 2007 between NGG as the borrower and the European Investment Bank as the bank (as amended from time to time); “Employees” means the employees of the Existing ▇▇▇▇ Subsidiaries and “Employee” means any one of them; “Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing; “Environment” has the meaning given to it in paragraph 10.1 of Schedule 6; “Environmental NGGT VDD Report” means the environmental due diligence report dated 4 November 2021 prepared by DNV Services UK Limited in respect of the Transmission Business; “Equity Commitment Letters” means the letters in the Agreed Form, dated with the date of this Agreement addressed to the Seller, Luppiter Ventures 1 S.À ▇.▇., Luppiter Ventures 2 S.À ▇.▇. and the Investor (as applicable) [***]; “EU Competition Condition” has the meaning given in Clause 4.1.1; “Excess Cash Dividend” means a dividend in the amount of £225,000,000 to be declared and paid by NGGH to the Seller; “Existing Budget” means the existing budget in respect of the ▇▇▇▇ Group and contained in the column headed “2023E” in the Initial Business Plan;

Diligence Reports means reports that contain data extracted from the diligence Opinions and/or the ISDA E- contract Opinions.