Initial Due Diligence Sample Clauses

Initial Due Diligence. (a) In respect of each Unit to be Refurbished, at any time prior to the MCR Decision Date of such Unit, the Generator will permit the Counterparty and the Counterparty’s Representatives, on an Open Book Basis, to monitor and be fully- informed of the matters related to the Refurbishment, the Generator’s preparations for Refurbishment and the Generator’s preparation of a final Basis of Estimate Report, including by:
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Initial Due Diligence i. The Manager shall promptly notify the Company of requests or offerings received by the Manager with respect to the purchase of Eligible Sole Investor Bonds by the Company. Prior to the Company purchasing an Eligible Sole Investor Bond, the Manager shall:
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Initial Due Diligence. The Reporting Company, on the one hand, and the Company, on the other hand, shall have the right to perform initial due diligence (“Initial Due Diligence”) of the other party as it deems necessary and appropriate so that it can determine, in its sole and absolute discretion, whether the other party is a suitable candidate for the Merger. Reporting Company’s Initial Due Diligence may include without limitation consultation with the Company’s accountants and PCAOB-registered independent auditing firm regarding whether the Company’s financial statements can be audited in accordance with US GAAP and the requirements of the SEC. Either party shall have the right to terminate this Agreement upon giving notice to the other party, if it determines, in its sole and absolute discretion, that it is not satisfied with a material item discovered during the due diligence process (a “Due Diligence Exception”).
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Initial Due Diligence. Reporting Company shall have the right to perform initial due diligence (“Initial Due Diligence”) of the Company so that Reporting Company can determine, in its sole and absolute discretion, whether the Company is a suitable candidate for the Merger or Alternative Transaction. Reporting Company shall conduct such Initial Due Diligence as it believes is necessary and appropriate, but which may include without limitation consultation with the Company’s accountants and PCAOB-registered independent auditing firm regarding whether the Company’s financial statements can be audited in accordance with US GAAP and the requirements of the SEC. Reporting Company shall have the right to terminate this Agreement upon giving notice to the Company, if it determines, in its sole and absolute discretion, that there exists a material and non-curable due diligence exception (a “Due Diligence Exception”).
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Initial Due Diligence. The Reporting Company, on one hand, and the Company, on the other hand, shall have the right to perform initial due diligence (“Initial Due Diligence”) of the other Party as it deems necessary and appropriate so that it can determine, in its sole and absolute discretion, whether the other Party is a suitable candidate for the Merger. Reporting Company’s Initial Due Diligence may include, without limitation, consultation with the Company’s accountants and PCAOB-registered independent auditing firm regarding whether the Company’s financial statements can be audited in accordance with US GAAP and the requirements of the SEC. The Company’s Initial Due Diligence may include, without limitations, the shareholders list of the Reporting Company. Either Party shall have the right to terminate this Agreement upon giving notice to the other Party, if it determines, in its sole and absolute discretion, that it is not satisfied with a material item discovered during the due diligence process (a “Due Diligence Exception”).
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Related to Initial Due Diligence

  • Legal Due Diligence The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.

  • Underwriting; Due Diligence (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • 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.

  • Completion of Due Diligence The Purchaser shall have completed all necessary due diligence investigations to its satisfaction.

  • 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.

  • REASONABLE BONA FIDE DUE DILIGENCE EXPENSES The Company or the Advisor shall reimburse the Dealer Manager or any Soliciting Dealer for reasonable bona fide due diligence expenses incurred by the Dealer Manager or any Soliciting Dealer. The Company shall only reimburse the Dealer Manager or any Soliciting Dealer for such approved bona fide due diligence expenses to the extent such expenses have actually been incurred and are supported by detailed and itemized invoice(s) provided to the Company and permitted pursuant to the rules and regulations of FINRA.

  • 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.

  • Satisfactory Due Diligence Each Lender shall have completed, to its satisfaction, a due diligence analysis with respect to the business, assets, operations, condition (financial and otherwise) and prospects of the Loan Parties, including with respect to their ability to comply with the representations and warranties and covenants contained in the Loan Documents.

  • Commercial Diligence Upon execution of this Agreement, Licensee shall diligently proceed with Commercially Diligent Efforts to develop, manufacture, practice, sell and use the Licensed Products in order to make them readily available to the general public as soon as possible on commercially reasonable terms. Licensee shall continue active, diligent Commercially Diligent Efforts for one or more Licensed Product(s) throughout the term of this Agreement (“Actively Commercializing”). In addition, Licensee shall perform at least the following obligations as part of its due diligence activities hereunder:

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