Buyer’s Independent Investigation Clause Samples

Buyer’s Independent Investigation. (a) By Buyer electing to proceed under Section 2.2, Buyer will be deemed to have acknowledged and agreed that it has been given a full opportunity to inspect and investigate each and every aspect of the Property as of the end of the Contingency Period, either independently or through agents of Buyer's choosing, including, without limitation: (1) All matters relating to title and survey, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (2) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property and within each tenant space therein, the structure, seismic aspects of the Property, the foundation, roof, paving, parking facilities, utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of Hazardous Materials, as defined below, which shall be performed or arranged by Buyer (subject to the provisions of Section 9.3 hereof) at Buyer's sole expense. For purposes of this Agreement, "Hazardous Materials" shall mean inflammable explosives, radioactive materials, asbestos, asbestos–containing materials, polychlorinated biphenyls, lead, lead-based paint, radon, under and/or above ground tanks, hazardous materials, hazardous wastes, hazardous substances, oil, or related materials, which are listed or regulated in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and any other applicable federal, state or local laws (collectively, "Environmental Laws").

Buyer’s Independent Investigation. Buyer and its Representatives have undertaken an independent investigation and verification of the Company Assets and the business, operations, and financial condition of the Company. Except for the representations and warranties made by Seller and the Company in this Agreement, Buyer acknowledges that there are no representations or warranties, express or implied, as to the Company Assets or the condition (financial or otherwise), assets, liabilities, operations, business or prospects of the Company.

Buyer’s Independent Investigation a. Buyer acknowledges that it has been given a full opportunity to inspect and investigate each and every aspect of the Real Property, either independently or through agents of Buyer’s choosing, including, without limitation: i. All matters relating to title, together will all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. ii. The physical condition of the Real Property, including, without limitation, the presence or absence of Hazardous Materials (as defined below), and all other physical and functional aspects of the Easement Areas. For the purposes hereof, “Hazardous Materials” shall mean any substance, chemical, waste or other material which is listed, defined or otherwise identified as “hazardous” or “toxic” under any federal, state, local or administrative agency ordinance or law, or any material that because of its quantity, concentration, or physical or chemical characteristics, poses a significant, present or potential hazard to human health or safety or to the environment if released into the environment, or any regulation, order, rule or requirement adopted hereunder, as well as formaldehyde, urea, polychlorinated biphenyls, petroleum, petroleum product or by-product, crude oil, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel or mixture thereof, radon, asbestos, and “source,” “special nuclear” and “by-product” material as defined in the Atomic Energy Act of 1985, 42 U.S.C. §§3011 et sea. iii. Any easements and/or access rights affecting the Real Property. iv. All other matters of material significance affecting the Real Property. b. BUYER SPECIFICALLY ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE REAL PROPERTY ON AN ‘AS IS WITH ALL FAULTS’ BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WIHTOUT LIMITATION: i. The quality, nature, adequacy and physical condition of the Real Property. ii. The qualify, nature, adequacy and physical condition of soils, geology and any groundwater of the Real Property. iii. The existence, quality, nature, adequacy and physical condition of utilities serving the Real Property. iv. The development potential of the Real Property, and the Real Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of...

Buyer’s Independent Investigation. 7.2.1 Buyer has been given, or will be given before the end of the Due Diligence Period, a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation: (a) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes; (b) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property and within each tenant space therein, the structure, the paving, the utilities, and all other physical and functional aspects of the Property, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at Buyer’s sole expense; (c) Any easements and/or access rights affecting the Property; (d) The Leases and all matters in connection therewith, including, without limitation, the ability of the Tenant to pay Rent; (e) The Contracts, the Licenses and Permits, and any other documents or agreements affecting the Property which are delivered by Seller or obtained by Buyer hereunder; and (f) All other matters of material significance affecting the Property or delivered to Buyer by Seller in accordance with Article 3 of this Agreement.

Buyer’s Independent Investigation. (a) Buyer, for itself and any successors or assigns (including any Permitted Assignees), acknowledges and agrees that it has been given the full opportunity to inspect and investigate each and every aspect of each Property, either independently or through agents, representatives or experts of Buyer's choosing, as Buyer considers necessary or appropriate, and that Buyer is completely satisfied with such independent investigation (but the foregoing will not constitute a waiver of any breach of representation or warranty set forth in Section 4.1 unless such breach is disclosed in the Due Diligence Materials or is otherwise known by Buyer and/or any Permitted Assignee before the Closing Date and Buyer and/or such Permitted Assignee(s) elect to proceed with the Closing). Such independent investigation by Buyer may include, without limitation: (i) all matters relating to title to such Property; (ii) all matters relating to governmental and other legal requirements with respect to such Property, such as taxes, assessments, zoning, use permit requirements and building codes; (iii) all zoning, land use, building, environmental and other statutes, rules, or regulations applicable to each Real Property; (iv) the physical condition of each Real Property, including, without limitation, the interior, the exterior, the square footage of the Improvements and of each tenant space therein, the structure, the roof, the paving, the utilities, and all other physical and functional aspects of such Real Property, including the presence or absence of Hazardous Materials; (v) any easements and/or access rights affecting such Real Property; (vi) the Leases with respect to such Real Property and all matters in connection therewith, including, without limitation, the ability of the Tenants thereto to pay the rent; (vii) the Contracts and any other documents or agreements of significance affecting such Property; (viii) all matters that would be revealed by an ALTA as-built survey (a "Survey"), a physical inspection or an environmental site assessment of such Real Property; (ix) all matters relating to the income and operating or capital expenses of the Properties and all other financial matters; and (x) all other matters of significance affecting, or otherwise deemed relevant by Buyer with respect to, such Property. (b) The Due Diligence Materials heretofore delivered or made available to Buyer for its review and approval include: (i) to the extent in the possession of Seller, a copy ...

Buyer’s Independent Investigation. 8.2.1 Buyer has been given, or will be given before the end of the Due Diligence Period, a full opportunity to inspect and investigate the Property and the Cowboys Ownership Interests, either independently or through agents of Buyer’s choosing, including, without limitation: (a) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes; (b) The physical condition and aspects of the Property and Cowboys Golf Club, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property, the structures, the paving, the utilities, and all other physical and functional aspects of the Property and Cowboys Golf Club, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at Buyer’s sole expense; (c) Any easements and/or access rights affecting the Property; (d) The Contracts, the Licenses and Permits, the Cowboys Contracts and any other documents or agreements of significance affecting the Property or the Cowboys Ownership Interests; and (e) All other matters of material significance affecting the Property or the Cowboys Ownership Interests or delivered to Buyer by Seller in accordance with Article 4 of this Agreement.

Buyer’s Independent Investigation. Buyer has been given a full opportunity to inspect and investigate each and every aspect of the Company, the Subsidiaries (including Property Owner) and the Property, either independently or through agents of Buyer’s choosing, including: (a) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes; (b) The physical condition and aspects of the Property, including the interior, the exterior, the square footage within the Improvements on the Real Property and within each Tenant space therein, the structure, the paving, the utilities, and all other physical and functional aspects of the Property, including an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at its sole expense; (c) Any easements and/or access rights affecting the Property; (d) Any Leases and all matters in connection therewith, including the ability of the Tenants to pay Rent; (e) The Contracts, the Licenses and Permits, and any other material documents or agreements affecting the Company, the Subsidiaries (including Property Owner) and the Property; and (f) All other matters of material significance affecting the Company, the Subsidiaries (including Property Owner) and the Property or delivered to Buyer by Rockpoint in accordance with Article 3 of this Agreement, or which Buyer otherwise reasonably considers to be relevant to the acquisition of the Assigned Company Membership Interests.

Buyer’s Independent Investigation. 4.3.1 Buyer acknowledges that Buyer has been in possession of most of the Property since 1973 and most of the remainder of the Property since 1994. Buyer agrees that it has been given a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer's choosing, including, without limitation: (a) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (b) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements of the Property, the structure, seismic aspects of the Property, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property includes an examination for the presence or absence of Hazardous Materials, as defined below. For purposes of this Agreement, "Hazardous Materials" shall mean inflammable explosives, radioactive materials, asbestos, polychlorinated biphenyls, lead, lead-based paint, under and/or above ground tanks, hazardous materials, hazardous wastes, hazardous substances, oil, or related materials, which are listed or regulated in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), the and Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), the California Hazardous Waste Control Law (California Health and Safety Code Section 25100, et seq.), the Porter-Cologne Water Quality Control Act (California Water Code Sec▇▇▇▇ ▇3000, et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health and Safety Code Section 25249.5, et seq.) and any other applicable federal, state or local laws (collectively, "Laws").

Buyer’s Independent Investigation. Buyer acknowledges that it has analyzed and become familiar with the Purchased Assets and has made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Purchased Assets and the suitability thereof for Buyer's potential purchase, development and use. Buyer acknowledges that except as specifically provided for in Section 6 herein, (i) the Operating Assets and the Property are being sold "AS IS - WHERE IS;" and (ii) Seller is making no representation or warranty regarding the Operating Assets, the Fee Properties, the Prior Lease, the Lease, the Leased Property or the transactions contemplated herein. Seller shall not be liable for any failure to investigate the Property nor shall Seller be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, furnished by Seller or by any real estate broker, attorney, agent, representative, employee, servant or other person acting on Seller's behalf, except for the express representations and warranties of Seller set forth in this Agreement or for any fraudulent or willful misrepresentation made by Seller. It is expressly understood and agreed that the amount of the Purchase Price reflects, and the Property being sold by Seller and purchased by Buyer is subject to, the foregoing disclaimers, which shall survive the Closing.