Buyer Investigation. The Buyer is an informed and sophisticated participant in the transactions contemplated by this Agreement and the Transaction Documents. The Buyer has undertaken an investigation of the Company, the Monster Interests, the management, operations, and finances of the Company and the Sellers, and has been provided with and has evaluated and relied upon certain documents and information provided by the Sellers and the Company to assist the Buyer in making an informed decision with respect to this Agreement and the purchase of the Monster Interests. The Buyer shall accept the Company as it exists on the Closing Date based on Buyer’s inspection, examination, and determination, subject only to the express representations, warranties, covenants, and indemnities provided in this Agreement. Buyer is not relying on any other representation or warranty of any nature, whether in writing, orally, or otherwise, made by or on behalf of Sellers, except as expressly set forth in this Agreement, and Buyer hereby expressly disclaims reliance on any other such representation or warranty of any nature. Any claim that the Buyer or any other Buyer Indemnified Parties may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in Article II and Article III. Any representations and warranties other than those expressly set forth in Article II and Article III are disclaimed by Sxxxxxx.
Buyer Investigation. Buyer acknowledges and agrees that in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, (a) Buyer has relied solely on the basis of its own independent investigation of the Company Interests and the Pipeline System and the risks related thereto and upon the express written representations and warranties of Seller set forth in ARTICLE IV of this Agreement; and (b) neither Seller nor any other Person has made any representation or warranty as to Seller or the Company Interests or the Pipeline System, except as expressly set forth in ARTICLE IV of this Agreement. Without limiting the foregoing, Buyer expressly acknowledges and agrees to the provisions set forth in ARTICLE VI.
Buyer Investigation. Before acquiring fee title to a Lot Buyer is advised to visit their Lot during operation hours for the nursery and during differing times of the day to personally determine whether the nuisances and disturbances from the nursery operations are acceptable to Buyer.
Buyer Investigation. The right to indemnification shall not be affected by any investigation conducted with respect to, or, except for disclosures made in the Disclosure Schedules, any knowledge acquired (or capable of being acquired) at any time, whether before or after the Signing Date, with respect to any representation, warranty, covenant or agreement in this Agreement.
Buyer Investigation. Seller hereby grants to Buyer the right to enter and inspect the Property and Improvements. In order to complete such investigation, Buyer or its designated consultant shall have the right but not the obligation at Buyer's sole expense: (1) to conduct tests of the soil, surface or subsurface waters, and air quality at, in, on, beneath or about the Property, in a manner consistent with good engineering practice; (2) to inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to Hazardous Materials or other environmental conditions; and (3) to inspect all buildings and equipment at the Property for asbestos-containing materials or other Hazardous Materials. Buyer agrees to conduct such investigations in a manner designed to minimize the disruption to Seller's business activities, and Seller agrees to permit Buyer reasonable access to all portions of the Property at reasonable times to be mutually agreed upon. Buyer shall have the unilateral right, in its sole discretion, to terminate its obligations under this Agreement without penalty on or before the completion of the investigation if the investigation reveals any material condition, contamination or pollution existing or resulting from the operation or possession of the Property or the conduct of any business or operations thereon that have given or are likely to give rise to an unsatisfied on-site or off-site response, removal, closure or remedial obligations under any of the Environmental Laws or have had or are likely to have a material adverse effect upon Buyer's intended use of the Property or the Assets. Buyer agrees, and Buyer shall cause its agents to agree, to keep and hold confidential any and all reports, summaries, studies or results that are the product of such investigations, and not to disclose such reports without the written consent of Seller or unless required to do so by applicable law.
Buyer Investigation. Buyer shall be reasonably satisfied with the results of its due diligence investigation of the Companies and the Business
Buyer Investigation. Buyer acknowledges and agrees that in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, (a) Buyer has relied solely on the basis of its own independent investigation of the Company Interests and the risks related thereto and upon the express written representations and warranties of Seller set forth in Article IV of this Agreement; (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Company or the Company Interests, except as expressly set forth in Article IV; and (c) Buyer has inspected the Purchased COT Assets as of April 13-16, 2018 and, based solely on Buyer’s visual inspection as of such dates, such assets are free from apparent material damage (ordinary wear and tear excluded). Without limiting the foregoing, Buyer expressly acknowledges and agrees to the provisions set forth in Article IV. ARTICLE VI.
Buyer Investigation. The representations and warranties of any of the Sellers and the Company contained herein shall not be affected by any investigation conducted for or on behalf of, or any knowledge possessed or acquired at any time by, Buyer or its Affiliates, employees, or representatives concerning any circumstance, action, omission or event relating to the accuracy or performance of any representation, warranty, covenant or agreement with respect thereto. Buyer has conducted its own independent review and analysis of the Company, the Subsidiaries, the business, operations and prospects thereof and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of Seller and the Company relating thereto. Buyer acknowledges that, except as expressly set forth in the representations and warranties in ARTICLE IV of this Agreement there are no representations or warranties of any kind, express or implied, made by Sellers or any of Sellers’ directors, officers, employees, Affiliates, controlling persons, advisors or representatives in connection with the transactions contemplated hereby.
Buyer Investigation. 17 3.7 Disclosure................................... 17 ARTICLE IV -- COVENANTS
Buyer Investigation. The Buyer has conducted its own "due diligence" investigation of the assets, liabilities and prospects of the Company and its business, has made its own determination as to the value of the capital stock of the Company being acquired by the Buyer pursuant to the terms of this Agreement, and is not relying on any statement, representation or warranty made by the Company or any of its officers, directors, shareholders, agents or employees other than those set forth in this Agreement or in instruments to be delivered to the Buyer pursuant to the terms of this Agreement. Without limiting the generality of the foregoing, except as expressly provided in this Agreement, no representation, warranty or covenant is made by the Company regarding the future performance of the Company or its employees.
