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.

The ​ shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The ​ also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a ​ or an L/C Issuer, the ​ may presume that such condition is satisfactory to such ​ or such L/C Issuer unless the ​ shall have received notice to the contrary from such ​ or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The ​ may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in [Section 4.01], each ​ that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a ​ unless the ​ shall have received notice from such ​ prior to the proposed Closing Date specifying its objections.

No Reliance. Other than as set forth herein, the Purchaser is not relying upon any other information, representation or warranty by the Seller or the Company or any officer, director, stockholder, agent or representative of the Seller in determining to exchange its Consideration Shares for the Shares. Such Purchaser has consulted, to the extent deemed appropriate by such Purchaser, with such Purchaser’s own advisers as to the financial, tax, legal and related matters concerning this exchange and an investment in the Shares and on that basis believes that its investment in the Shares is suitable and appropriate for such Purchaser.

No Reliance. It # is a sophisticated party with respect to the matters that are the subject of this Settlement Agreement, # has had the opportunity to be represented and advised by legal counsel in connection with this Settlement Agreement, # has adequate information concerning the matters that are the subject of this Settlement Agreement, and # has independently and without reliance upon any other Party hereto, or any of their affiliates, or any officer, employee, agent or representative thereof, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Settlement Agreement, except that it has relied upon each other Party’s express representations, warranties and covenants in this Settlement Agreement, which it enters, or as to which it acknowledges and agrees, voluntarily and of its own choice and not under coercion or duress.

to actual or potential Third Party investors, funding sources or acquirers in connection with due diligence or similar investigations by such Third Parties, and in confidential financing documents, provided, in each case, that any such Third Party agrees in writing to be bound by reasonable obligations of confidentiality and non-use;

General Diligence Obligation. Subject to the terms and conditions of this Agreement, with respect to CCP-08, following approval of the CCP-08 Product NDA, and with respect to Tuzistra XR, after the Effective Date, AYTU will exercise Commercially Reasonable Efforts to Market the Products to customers in the Territory during the Term of each such Product in accordance with the terms of this Agreement and with Applicable Law. Such efforts shall include, without limitation, the Launch of each Product not later than the required Launch Date for such Product, as set forth in Section 4.6, the preparation of an annual Marketing Plan for such Product, sales projections for such Product on an annual and Fiscal Quarter basis and such other responsibilities as more specifically provided herein. Without limiting the foregoing, AYTU shall:

Care and Diligence. The failure of [[Organization B:Organization]] or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;

AML/KYC Diligence. Each Borrower shall have provided, in form and substance satisfactory to Agent and each Lender, all documentation and other information as Agent or any Lender requests in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the U.S. PATRIOT Act and Beneficial Ownership Regulation. If any Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Borrower.

Assignee shall use commercially reasonable efforts and due diligence, itself and/or through one or more Licensees, to develop, and to obtain regulatory approval to market, at least one Product, as promptly as is reasonably and commercially feasible.

#Non-Reliance on Administrative Agent and Other Banks

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If the Participant does not understand the contents of this document, the Participant should consult an authorized financial adviser.