Due Diligence Review. Without limiting the generality of [Section 16] of this Agreement, shall have completed, to its satisfaction, its preliminary due diligence review of the related Mortgage Loans and Parties.
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 Review. GMPW and its legal counsel shall have completed, to their satisfaction in their sole discretion, their due diligence review of BITCENTRO and all of its properties and assets.
Purchaser shall have the right to perform its Due Diligence Review during the Due Diligence Period in accordance with [Section 9] of this Agreement.
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. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.
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 Providers interaction with government officials and Providers data security controls and procedures.
Due Diligence. The Buyer shall in its sole discretion have satisfactorily completed its due diligence of Company.
Due Diligence. may audit ’s Receivables and any and all records pertaining to the Collateral, at ’s sole discretion and at Borrowers expense, provided, an audit must be completed at least once every six months. 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 's books or records pertaining to the Collateral are in the possession of a third party, authorizes that third party to permit or its agents to have access to perform inspections or audits thereof and to respond to 's requests for information concerning such Collateral and records.
Legal Due Diligence. The Lender and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Lender in its sole discretion.
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by Cowen or its agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as Cowen may reasonably request.
Section # Due Diligence Review. SCRED shall have completed its due diligence review and examination of the Company and the shares of CRDX Common Stock to its satisfaction in its sole discretion.
Satisfaction with Due Diligence. BUTTE and shall have been satisfied with its due diligence review of INTERLOK, its subsidiaries and their operations.
Access to Information; Independent Review. The Purchaser acknowledges that it has been afforded an opportunity to request documents and to review all information requested by the Purchaser with respect to the Purchase Securities. The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with its management and has conducted its own independent due diligence with respect to the Purchase Securities.
Following execution of this Agreement, Purchaser shall have a period of thirty (30) days (the "Due Diligence Period") to conduct its business, financial, legal and other due diligence (the "Due Diligence Review") regarding the purchase of the Membership Interests. Seller will make available to Purchaser all records, service contracts, title insurance policies, surveys, building plans and other records of any kind or nature requested by Purchaser and owned by (or reasonably available to) Seller. During the Due Diligence Period and following reasonable prior notice to Seller (i.e., not less than 48 hours), Purchaser, its agents and employees will have the right to enter onto the Properties to perform all such tests and inspections Purchaser deems reasonably necessary or appropriate; provided, however, that Purchaser may not conduct any Phase II or similar testing. Purchaser agrees to indemnify and hold Seller, and the Properties, free and harmless from any costs or liability incurred by reason of any such investigation or investigations and, should this Agreement be terminated and the Closing be canceled for any reason, to repair any damage caused to the Properties by reason of any such investigation or investigations by Purchaser.
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 , 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 Inspection Period. For the independent consideration of 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.
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 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 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 .
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 .
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