Completeness of Due Diligence Activities Sample Clauses

Completeness of Due Diligence Activities. Successful Respondent acknowledges that it has been provided with sufficient access to DIR Facilities, information, and personnel, and has had sufficient time in which to conduct and perform a thorough due diligence of DIR's operations and business requirements and assets currently used by DIR and the DIR Customers in providing the Services. Accordingly, Successful Respondent shall not seek any adjustment in the Charges based on any incorrect assumptions made by Successful Respondent in arriving at the Charges.
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Completeness of Due Diligence Activities. Service Provider acknowledges that it has been provided with sufficient access to DIR Facilities, information and personnel, and has had sufficient time in which to conduct and perform a thorough due diligence of DIR's operations and business requirements and assets currently used by DIR and the DIR Customers in providing the Services. Accordingly, Service Provider shall not seek any adjustment in the Charges based on any incorrect assumptions made by Service Provider in arriving at the Charges.
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Completeness of Due Diligence Activities. ACS acknowledges that it has been provided with sufficient access to Symetra facilities, information and personnel, and has had sufficient time in which to conduct and perform a thorough due diligence of Symetra’s operations and business requirements and those assets currently used to provide the services. In light of the foregoing, ACS will not seek any adjustment in the Fees based on any incorrect assumptions made by ACS in arriving at the Fees.
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Completeness of Due Diligence Activities. Contractor acknowledges that it has been provided with sufficient access to OCA information and personnel and has had sufficient time in which to conduct and perform a thorough due diligence of OCA’s operations and business requirements and assets currently used by OCA in providing the Services. Accordingly, Contractor shall not seek any adjustment in the Charges based on any incorrect assumptions made by Contractor in arriving at the Charges.
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Completeness of Due Diligence Activities. Provider acknowledges that it has been provided with sufficient access to the existing Service Recipient facilities, information and Employees, and has had sufficient time in which to conduct and perform a thorough due diligence of Service Recipient’s operations and business requirements and Service Recipient’s assets used by Service Recipient, as at the Effective Date. In light of the foregoing, no post-contract verification or any related adjustment to pricing, Service Levels or other similar provisions will be permitted following the Effective Date, including that the Provider will not be entitled to seek any adjustment in the Fees based on any incorrect assumptions made by Provider in arriving at the Fees. Most Favoured Customer Status Provider acknowledges, represents and warrants that if Provider offers to any new or existing customer any service similar to any of the Services or Other Services described in this Agreement at a price lower than or at a discount greater than the price charged and/or the discounts offered under this Agreement, including in respect of the Fees and Service Rates, or offers additional or more comprehensive services at the same or a lower price (or greater discount) as the price charged for the Services or Other Services under this Agreement, then it shall offer such lower prices, discounts or additional or more comprehensive services to Service Recipient on the same terms as provided to such other customer of the Provider, for acceptance by the Service Recipient.
Sample 1
Completeness of Due Diligence Activities. Contractor acknowledges that it has been provided with sufficient access to AOC and Customer. Personnel has had sufficient time to conduct and perform a thorough due diligence of AOC’s operations, business requirements and assets. Accordingly, Contractor shall not seek any adjustment in the Charges based on any incorrect assumptions made by Contractor in arriving at the Charges.
Sample 1

Related to Completeness of Due Diligence Activities

  • 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 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.

  • 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.

  • Environmental Due Diligence Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, to be in form and content acceptable to Lender. All reports shall be addressed to Lender. Borrower shall pay for the cost of the Environmental Due Diligence.

  • 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.

  • Environmental Reports and Audits As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

  • Agreement Regarding Oral Due Diligence By participating in an Offering, each Underwriter agrees that it, each of its affiliates participating in an Offering as Underwriter or financial intermediary and each controlling person of it and each such participating affiliate are bound by the Agreement Regarding Oral Due Diligence currently in effect between Xxxxxx Xxxxxxx and the accounting firm or firms that participate in oral due diligence in such offering.

  • 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 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.

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