Due Diligence Request means the due diligence request letter from Xxxxxxx and Xxxxxx LLP, counsel to the Purchaser, dated March 6, 2024.
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 Period has the meaning set forth in Section 4.1(a).
Due Diligence Materials means the information to be provided by Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.
Due Diligence Review shall have the meaning as set forth in Section 2.5.
Due Diligence Examination shall have the meaning set forth in Section 3.2.
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.
Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Phase I Report means, with respect to any Facility, a report that (i) conforms to the ASTM Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527, (ii) was conducted no more than six months prior to the date such report is required to be delivered hereunder, by one or more environmental consulting firms reasonably satisfactory to Administrative Agent, (iii) includes an assessment of asbestos-containing materials at such Facility, (iv) is accompanied by (a) an estimate of the reasonable worst-case cost of investigating and remediating any Hazardous Materials Activity identified in the Phase I Report as giving rise to an actual or potential material violation of any Environmental Law or as presenting a material risk of giving rise to a material Environmental Claim, and (b) a current compliance audit setting forth an assessment of Holdings’, its Subsidiaries’ and such Facility’s current and past compliance with Environmental Laws and an estimate of the cost of rectifying any non-compliance with current Environmental Laws identified therein and the cost of compliance with reasonably anticipated future Environmental Laws identified therein.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Disbursement Schedule means the disbursement schedule as set out in an FAA;
Supplemental Report means a Supplemental Report delivered by the Issuer to Treasury pursuant to the Definitive Agreement.
Phase I Environmental Report means a report by an Independent Person who regularly conducts environmental site assessments in accordance with then current standards imposed by institutional commercial mortgage lenders and who has a reasonable amount of experience conducting such assessments.
Environmental Reports means each and every “Phase I Environmental Site Assessment” (and, if applicable, “Phase II Environment Site Assessment”) as referred to in the ASTM Standards on Environmental Site Assessments for Commercial Real Estate, E 1527-2000 and an asbestos survey, with respect to each Mortgaged Property, prepared by one or more Environmental Auditors and delivered to Lender and any amendments or supplements thereto delivered to Lender.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Independent Engineering Report means a report, in form and substance satisfactory to the Administrative Agent and each of the Lenders, prepared by an Independent Engineer, addressed to the Administrative Agent and the Lenders with respect to the Oil and Gas Properties owned by the Borrower or its Subsidiaries (or to be acquired by the Borrower or any of its Subsidiaries, as applicable) which are or are to be included in the Borrowing Base, which report shall (a) specify the location, quantity, and type of the estimated Proven Reserves attributable to such Oil and Gas Properties, (b) contain a projection of the rate of production of such Oil and Gas Properties, (c) contain an estimate of the net operating revenues to be derived from the production and sale of Hydrocarbons from such Proven Reserves based on product price and cost escalation assumptions specified by the Administrative Agent and the Lenders, and (d) contain such other information as is customarily obtained from and provided in such reports or is otherwise reasonably requested by the Administrative Agent or any Lender.
Construction Schedule means a construction schedule indicating the planned start and completion dates of the major activities of the Work as set out in Appendix [ ], a future Appendix;
Environmental impact statement means a detailed written statement as required by section 102(2)(C) of the Act.
Survey Report means a report of the results of a Survey, containing the information set out in clause 12.4 and Schedule 6.
Due Diligence Service Provider As defined in Section 12.13(l) of this Agreement.
Project Report means a summary statement of the likely environmental effects of a proposed development referred to in section 58;
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Project Completion Schedule means the progressive Project Milestones set forth in Schedule-J for completion of the Project Highway on or before the Scheduled Completion Date;
Existing Survey means the existing ALTA survey of the Property.