Seller Due Diligence Materials definition

Seller Due Diligence Materials has the meaning set forth in Section 4.1(c).
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Seller Due Diligence Materials means the Reports, the Property Information and all other documents and materials provided or otherwise made available by Seller to Purchaser in the E-Room or pursuant to Section 3.1 and the other provisions of this Agreement or otherwise, together with any copies or reproductions of such documents or materials, or any summaries, abstracts, compilations, or other analyses made by Purchaser based on the information in such documents or materials.
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Seller Due Diligence Materials has the meaning set forth in Section 4.1(b) of this Agreement.
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Examples of Seller Due Diligence Materials in a sentence

  • Buyer acknowledges that its determination to proceed with purchase of the Property shall be made solely in reliance on its own reviews, audits and inspections and written materials produced in connection therewith during the Due Diligence Period and no reliance is made (directly or indirectly) on the Seller Due Diligence Materials delivered by or on behalf of Seller or any other verbal or written information obtained or derived from or on behalf of Seller.

  • Neither Seller nor, to Seller’s Knowledge, any counterparty to any of the Easement Agreements has defaulted or materially breached its obligations under such Easement Agreements and, to Seller’s Knowledge, the Easement Agreements have not been amended except as set forth in the Seller Due Diligence Materials or in the Fulton County, Georgia Records.

  • Except as set forth in the Seller Due Diligence Materials, Seller has not received any written notice or written claim of any violation of any declaration of covenants, conditions or restrictions or other similar agreement recorded against the Real Property.

  • The prohibition on the use of ap- propriated funds, in § 93.100 (a), does not apply in the case of a payment of reasonable compensation made to an officer or employee of a person request- ing or receiving a Federal contract, grant, loan, or cooperative agreement if the payment is for agency and legis- lative liaison activities not directly re- lated to a covered Federal action.

  • The President of the Office may submit a motion to the relevant authority of the other European Union Member State for transfer an alien enjoying temporary protection on the territory of the Republic of Poland to the territory of the other European Union Member State.2. The President of the Office shall inform the European Commission as well as the United Nations High Commissioner for Refugees on submission of the motion referred to in sec.

  • British Gas is also linked to the National Debt Line an advisory service which offers customers expert debt counselling and advice.

  • Except as otherwise set forth in the Seller Due Diligence Materials, Seller is not a party to any management or franchise agreements with respect to the Hotel.

  • Except as set forth in the Seller Due Diligence Materials, Seller has not received any written notice of a violation of any Applicable Law with respect to the Property which have not been cured or dismissed.

  • Any Seller Due Diligence Materials shall be promptly returned to Seller in the event the Buyer shall not purchase the Property as herein contemplated.

  • Except as set forth in the Seller Due Diligence Materials, Seller has neither given nor received any written notice of any breach or default under any of the Material Contracts which has not been cured, and to Seller’s Knowledge, no event has occurred or circumstance exists which, with notice or the passage of time, would result in a breach or default by Seller or the other party thereunder which would have a material adverse effect on the Business.


More Definitions of Seller Due Diligence Materials

Seller Due Diligence Materials has the meaning set forth in Section 4.1.3(a). “Seller Indemnitees” means Seller, Radisson, the Existing Manager, Guarantor and their respective Affiliates, and each of their respective shareholders (other than with respect to any public company), members, partners, trustees, beneficiaries, directors, officers and employees, and the successors, permitted assigns, heirs and devisees of each of the foregoing. “Seller’s New Title and Survey Election Period” has the meaning set forth in Section 5.3.3. “Seller’s Possession” means in the physical possession of any officer or employee of Seller who has primary responsibility for the oversight of the Property on behalf of the Seller; provided, however, that any reference in this Agreement to Seller’s Possession of any documents or materials expressly excludes the possession of any such documents or materials that (i) are legally privileged 8 AUS-6206654-10 6055890/60 or constitute attorney work product, (ii) are subject to a confidentiality agreement or to Applicable Law prohibiting their disclosure by Seller, or (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Seller. “Seller’s Possession” expressly excludes materials held by Radisson or Radisson Entities that have not been provided to Seller. “Starbucks” means Starbucks Corporation, a Washington corporation. “Starbucks License Agreement” means that certain Master Licensing Agreement dated August 17, 2015 by and between Starbucks and Seller. “Supplies” has the meaning set forth in Section 2.1.4. “Survey” has the meaning set forth in Section 5.2. “Survival Period” has the meaning set forth in Section 15.1.1. “Tax Free Exchange” has the meaning set forth in Section 3.5. “Taxes” means any federal, state, county, city, local or foreign, real property, personal property, sales, use, room, occupancy, ad valorem or similar taxes, assessments, levies, charges or fees imposed by any Governmental Authority on Seller with respect to the Property or the Business, including, without limitation, any interest, penalty or fine with respect thereto, but expressly excluding any (i) federal, state, county, city, local or foreign income, capital gain, gross receipts, capital stock, franchise, profits, estate, gift or generation skipping tax, or (ii) transfer, documentary stamp, recording or similar tax, levy, charge or fee incurred with respect to the transaction desc...
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Seller Due Diligence Materials has the meaning set forth in Section 8.14(b)(i).
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Seller Due Diligence Materials means all materials Seller delivers to Buyer in connection with its Inspections hereunder, provided, however that Seller shall have no obligation to make available or deliver to Buyer (x) any reports or studies that have been superseded by subsequent reports or studies, and (y) any of the following proprietary materials: (1) information contained in Seller’s financial analyses or projections or other internal documents relating to the Property, including any valuation documents, (2) material which is subject to attorney-client privilege or which is attorney work product, (3) appraisal reports or letters, and (4) material which Seller is legally required not to disclose.
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Seller Due Diligence Materials means all documents and materials provided by Seller to Purchaser pursuant to the Letter of Intent and prior to the Effective Date, together with any copies or reproductions of such documents or materials.
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Related to Seller Due Diligence Materials

  • Due Diligence Materials means the information to be provided by Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.

  • Due Diligence Information means any information supplied to the Supplier by or on behalf of the Customer prior to the Call Off Commencement Date;

  • Due Diligence Review shall have the meaning as set forth in Section 2.5.

  • Due Diligence Period has the meaning set forth in Section 4.1(a).

  • Customer Due Diligence means a process which involves establishing the identity of a client, the identity of the client’s beneficial owners in respect of legal persons and monitoring all transactions of the client against the client’s profile;

  • Due Diligence Fee means $35,000, which fee has been paid to Lender as of the Closing Date, and shall be deemed fully earned and non-refundable on the Closing Date regardless of the early termination of this Agreement.

  • Due Diligence Request means the due diligence request letter from Xxxxxxx and Xxxxxx LLP, counsel to the Purchaser, dated March 6, 2024.

  • Due Diligence Examination shall have the meaning set forth in Section 3.2.

  • Buyer’s Representatives has the meaning set forth in Section 6.02.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Due Diligence Service Provider As defined in Section 12.13(l) of this Agreement.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Buyer Representatives shall have the meaning set forth in Section 6.4(a).

  • Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.

  • Study Materials means all the materials and information created for the Study, or required to be submitted to the Sponsor including all data, results, Biological Samples, Case Report Forms (or their equivalent) in whatever form held, conclusions, discoveries, inventions, know-how and the like, whether patentable or not, relating to the Study, which are discovered or developed as a result of the Study, but excluding the Institution’s ordinary patient records.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Background Material means any pre-existing works in which the Intellectual Property Rights are owned by either Party, which have been prepared by that Party outside the scope of this Agreement or which were licensed from a third party by that Party.”

  • Purchaser Deliverables has the meaning set forth in Section 2.2(b).

  • Seller has the meaning set forth in the Preamble.

  • Sellers has the meaning set forth in the preamble.

  • Due Diligence At any time prior to the Closing Date, the Underwriters have the right to inspect the Asset Files and the related loan origination procedures and to confirm the existence of the related manufactured homes or mortgaged properties to ensure conformity with the Final Prospectus and the Prospectus Supplement.

  • Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.

  • Buyer has the meaning set forth in the preamble.