Example ContractsClausesDue Diligence; Non Public Information
Due Diligence; Non Public Information
Due Diligence; Non Public Information contract clause examples

Due Diligence; Non-Public Information. shall have the right, from time to time as may reasonably deem appropriate and upon reasonable advance notice to , to perform reasonable due diligence on during normal business hours. and its officers and employees shall provide information and reasonably cooperate with in connection with any reasonable request by related to 's due diligence of . Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. confirms that neither it nor any other Person acting on its behalf shall provide or its agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by or any Person acting on its behalf (as determined in the reasonable good faith judgment of ), in addition to any other remedy provided herein or in the other Transaction Documents, shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by ; provided shall have first provided notice to that it believes it has received information that constitutes material, non-public information, shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by , and shall have failed to publicly disclose such material, non-public information within such time period. shall not have any liability to , any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. understands and confirms that shall be relying on the foregoing covenants in effecting transactions in securities of .

Non-Public Information. (a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Loan Party or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to each Borrower and the Administrative Agent that # it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and # it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that # the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, # it has developed compliance procedures regarding the use of material non-public information and # it will handle such material non-public information in accordance with Applicable Law, including United States federal and state securities Laws.

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. 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. 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. 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. 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.

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