Example ContractsClausesDue Diligence and Non Reliance
Remove:

Due Diligence. [[Organization B:Organization]] may audit [[Organization A:Organization]]’s Receivables and any and all records pertaining to the Collateral, at [[Organization B:Organization]]’s sole discretion and at Borrowers expense, provided, an audit must be completed at least once every six months. [[Organization B:Organization]] may at any time and from time to time contact Account Debtors and other persons obligated or knowledgeable in respect of Receivables to confirm the Receivable Amount of such Receivables, to determine whether Receivables constitute Eligible Receivables, and for any other purpose in connection with this Agreement. If any of the Collateral or [[Organization A:Organization]]'s books or records pertaining to the Collateral are in the possession of a third party, [[Organization A:Organization]] authorizes that third party to permit [[Organization B:Organization]] or its agents to have access to perform inspections or audits thereof and to respond to [[Organization B:Organization]]'s requests for information concerning such Collateral and records.

The Shareholders have been solely responsible for their own due diligence investigation of the Buyer and its business, and their analysis of the merits and risks of the investment made pursuant to this Agreement, and are not relying on anyone else’s analysis or investigation of the Buyer, its business or the merits and risks of the Common Stock other than professional advisors employed specifically by the Shareholders to assist the Shareholders.

The results of the Buyer’s due diligence investigation of the Company and the Shareholders as it relates to the Shares shall be satisfactory in all respects to the Buyer.

Due Diligence. The Buyer shall in its sole discretion have satisfactorily completed its due diligence of Company.

Due Diligence. Provider acknowledges that Company is subject to various governmental and regulatory compliance requirements. Accordingly, Provider agrees that it shall, as reasonably requested by Company, provide information regarding Provider and its operations that will assist Company in its efforts to ensure compliance with various laws and regulations, including but not limited to Provider’s interaction with government officials and Provider’s data security controls and procedures.

Due Diligence. Administrative Agent shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to Administrative Agent, and shall have been given such access to the management, records, books of account, contracts, customer and supplier arrangements, and properties of Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as it shall have requested. Administrative Agent shall have completed background checks on certain members of management, the results of which are reasonably satisfactory to Administrative Agent; and

/

Due Diligence. YourSpace and the Shareholders shall be satisfied with their due diligence investigations.

Due Diligence Review. The Selling Stockholder will cooperate with any due diligence review reasonably requested by the Agent, the Forward Purchaser, counsel for the Agent, or counsel for the Forward Purchaser, fully and in a timely manner, in connection with offers and sales of Shares from time to time pursuant to this Agreement, including, without limitation, and upon reasonable notice, providing information and making available documents and appropriate corporate officers, during regular business hours and at the Selling Stockholder’s principal offices.

Due Diligence Fee. Borrower shall pay the Due Diligence Fee to Lender promptly upon the execution of the Second Amendment and each anniversary thereof thereafter.

Due Diligence. The Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders.

Due Diligence. Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials").

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, upon reasonable prior notice, 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. Administrative Agent shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to Administrative Agent, and shall have been given such access to the management, records, books of account, contracts, customer and supplier arrangements, and properties of Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as it shall have requested. Administrative Agent shall have completed background checks on certain members of management, the results of which are reasonably satisfactory to Administrative Agent;

/

Due Diligence. BITCENTRO and its shareholders agree to honor all reasonable requests of GMPW, its legal counsel, accountants and other agents, for information, materials and documents that relate to BITCENTRO, its properties and assets. GMPW and its agents and representatives agree to preserve the confidentiality of all information, materials and documents provided to them. In that regard, BITCENTRO and its shareholders agree that GMPW shall have full and complete access to the books, records, financial statements and other documents (including without limitation, articles of incorporation, bylaws, minutes, stock transfer books, material contracts, and tax returns) of BITCENTRO as GMPW, its legal counsel and accountants, may deem reasonable or necessary to conduct an adequate due diligence investigation and review.

Due Diligence. Lender may audit Borrower’s Receivables and any and all records pertaining to the Collateral, at Lender’s sole discretion and at Borrowers expense, provided, an audit must be completed at least once every twelve months. Lender may at any time and from time to time contact Account Debtors and other persons obligated or knowledgeable in respect of Receivables to confirm the Receivable Amount of such Receivables, to determine whether Receivables constitute Eligible Receivables, and for any other purpose in connection with this Agreement. If any of the Collateral or Borrower's books or records pertaining to the Collateral are in the possession of a third party, Borrower authorizes that third party to permit Lender or its agents to have access to perform inspections or audits thereof and to respond to Lender's requests for information concerning such Collateral and records.

Due Diligence. Buyer, at its sole, cost risk and expense, has conducted such reviews as it deems appropriate of Seller’s books and records to confirm the status of Seller’s ownership of the Leases and to confirm the status of Seller’s contract rights and regulatory files and to verify from this review that Seller’s representations concerning its ownership as set forth in Section 3.1 are materially true and correct.

Due Diligence Inspection Period. For the independent consideration of $500 paid to the Escrow Agent in accordance with Paragraph 2.a above, Buyer shall have forty-five (45) days from the Effective Date (“Inspection Period”) in which the Buyer may perform inspections and non-invasive testing, at its sole expense, to determine if the Property and lots located therein, in its sole discretion, is suitable for Buyer’s proposed development, use and business purposes and that the lots within Property are in compliance with all standards, conditions and terms hereof and herein. Buyer and its representatives shall have access to the Property during this Inspection Period and up until Closing. Buyer agrees to restore the Property substantially to its original condition after completion of such inspection and testing, which obligation shall survive termination of this Agreement. Buyer may cancel or terminate this Agreement at any time during the Inspection Period for any reason by delivering written notice of termination to Seller prior to the expiration of the Inspection Period and the parties shall be released from any further rights, obligations, and liabilities hereunder (except for those which expressly survive termination) and all earnest money on deposit shall be returned to the Buyer.

Upon the request of the Administrative Agent, any Agent or any Lender, which request may be made up to once per year; provided that such request is made before November 30th of the year of the request, the Servicer will deliver to the Administrative Agent and each Agent, on or before March 31st of the year following such request, beginning in March 2024, a copy of a report prepared by a firm of independent certified public accountants or third party due diligence provider acceptable to the Required Lenders, who may also render other services to the Servicer or any of its Affiliates, addressed to the board of directors of the Servicer or any of its Affiliates, the Administrative Agent and the Agents and dated during the current year, to the effect that such firm has examined the policies and procedures of the Servicer and the Subservicers and issued its report thereon and expressing a summary of findings (based on certain procedures performed on the documents, records and accounting records that such accountants considered appropriate under the circumstances, which are acceptable to the Required Lenders) relating to the servicing of the Receivables and the administration of the Receivables (including the preparation of the Monthly Reports, the Monthly Loan Tapes, the static pool information and such other information as may reasonably be requested by the Required Lenders) during the preceding calendar year (or such longer period in the case of the first report) and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for # such exceptions as such firm shall believe to be

Due Diligence/Termination Right. shall have through the last day of the Inspection Period during which to # review, examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “Property Documents”) and the Properties and, in ’s sole and absolute judgment and discretion, determine whether the Properties are acceptable to , # obtain all necessary internal approvals, # negotiate and approve the loan documents evidencing and securing an $81,200,000.00 acquisition loan (the “Loan”) from Special Situations Investing Group II, LLC (the “Lender”) on terms and conditions acceptable to , and # satisfy all other contingencies of . Notwithstanding anything to the contrary in this Agreement, may terminate this Agreement for any reason or no reason by giving written notice of termination to and Escrow Agent (the “Due Diligence Termination Notice”) on or before 5:00 p.m. Chicago time on the last day of the Inspection Period. If does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and shall be deemed to have acknowledged and agreed that it has received or had access to all Property Documents, that it has conducted all inspections and tests of the Properties that it considers important and that the documents evidencing the Loan last revised by Lender or Lender’s counsel (the “Approved Loan Documents”) are acceptable to .

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.