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Due Diligence and Non Reliance
Due Diligence and Non Reliance contract clause examples
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7.16Due Diligence. BioSculpture shall be satisfied with the results of its due diligence investigation of SRSG and Merger Sub.

Each and each L/C Issuer acknowledges that it has, independently and without reliance upon the or any other or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each and each L/C Issuer also acknowledges that it will, independently and without reliance upon the or any other or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Each Bank expressly acknowledges that neither the Agent nor the CAF Loan Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent or the CAF Loan Agent hereinafter taken, including any review of the affairs of , shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent and the CAF Loan Agent that it has, independently and without reliance upon the Agent or the CAF Loan Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or the CAF Loan Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of . Except for notices, reports and other documents expressly required to be furnished to by the Agent or the CAF Loan Agent hereunder, neither the Agent nor the CAF Loan Agent shall have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of which may come into the possession of the Agent or the CAF Loan Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

NEGOTIATION & DUE DILIGENCE (6 - 8 weeks)

There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of [[Organization B:Organization]] since the date of this Agreement as determined by Cosmos in its discretion. Cosmos shall be satisfied in all respects with the results of its due diligence review of [[Organization B:Organization]]

PAYMENT OF FACILITY FEES AND DUE DILIGENCE FEE. Borrower shall pay Lender the Domestic Facility Fee in the amount of $10,000.00 as amended hereof, the EXIM Facility Fee in the amount of $5,000.00, and the Due Diligence Fee in the amount of $600.00, plus all out-of-pocket expenses.

SECTION # Non-Reliance.

Oversee the due diligence process related to prospective investments;

No Reliance. Hainan or has not relied on and is not relying on any representations, warranties or other assurances regarding AUFP other than the representations and warranties expressly set forth in this Agreement.

No Reliance. The Executive represents and acknowledges that in executing this Agreement, the Executive does not rely and has not relied upon any representation or statement by the Company or the Bank or their agents, other than statements contained in this Agreement.

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