Buyer’s Investigation. Buyer is an informed and sophisticated purchaser of assets similar to the Project and, in connection with the transactions contemplated hereby, has sought the advice of experts who are experienced in the evaluation and purchase of assets similar to the Project. Subject to the provisions of Sections 2.01(a), 5.06 and 6.01(g), Buyer has undertaken such investigation of the Project and the Purchased Assets as it has deemed necessary to enable it to make an informed decision with respect to this Agreement and the transactions contemplated hereby. Buyer acknowledges that Seller has provided Buyer with such access to the personnel, properties, premises and Records of Seller and Mill Owner as Buyer has requested, subject to the limitations on certain activities set forth in Section 5.02(d). In entering into this Agreement, in purchasing the Purchased Assets and in consummating the other transactions contemplated herein, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article 3 of this Agreement, and neither Seller nor Mill Owner nor any of their respective officers, directors, shareholders, employees, affiliates, agents or representatives has made any representation or warranty as to Seller, the Purchased Assets, this Agreement or the Project, except as expressly set forth in this Agreement. To the fullest extent permitted by Law, neither Seller nor Mill Owner nor any of their respective officers, directors, shareholders, employees, Affiliates, agents or representatives shall have any liability to Buyer for any information made available to, or statements made to, Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives), other than (x) the express obligation of Seller to indemnify Buyer following the Closing to the extent set forth in Article 10 and Article 10A; (y) pursuant to the Guaranty of New Page Corporation in the form attached hereto and only to the extent executed and delivered to Buyer; and (z) as provided in Section 8.03. Nothing contained in this Section 4.05 shall limit or restrict any of the representations and warranties of Seller contained in this Agreement or any other Ancillary Agreement to be executed and delivered by Seller at the Closing.
Buyer’s Investigation. Seller shall make available to Buyer at all reasonable times all books and records of the business and such other items as may be from time to time requested by Buyer.
Buyer’s Investigation. Buyer shall have sixty (60) days following the Escrow Opening Date (the "Due Diligence Period") to satisfy itself about any and all conditions and aspects of the Property, including without limitation, the physical and economic feasibility of the Property for Buyer's intended purposes and uses, to conduct feasibility and other studies at Buyer's sole cost, and conduct any inspections desired by Buyer. Except as set forth in Section 13(a), the cost of Buyer's investigation of the Property shall be borne solely by Buyer. Additionally, Buyer shall indemnify, defend and hold harmless Seller from and against any and all damage to the Property incurred as a result of Buyer's investigation. If for any reason Escrow does not close, Buyer shall, at its sole cost, restore the Property as commercially reasonably as possible to its condition existing immediately prior to the activities undertaken by Buyer or on Buyer's behalf. If Buyer determines that Buyer does not wish to proceed with the purchase of the Property for any reason whatsoever, (a decision which may be made in Buyer’s sole and absolute discretion), Buyer may cancel this Agreement by written notice to Seller and Escrowholder prior to the expiration of the sixty (60) day Due Diligence Period, in which case this Agreement shall terminate, Buyer shall have no further obligations hereunder (except for obligations which expressly survive termination), Escrowholder shall immediately return the Deposit to Buyer and the costs of the Escrowholder shall be borne equally by Buyer and Seller. If Buyer does not cancel this Agreement within the time period set forth above, then Buyer shall be deemed to have approved the condition of the Property in all respects (except for Newly Discovered Title Matters). For purposes of facilitating the investigation, Seller grants to Buyer and Buyer's agents, employees and contractors a non-exclusive right and license to enter upon the Property, at reasonable times for the purpose of conducting the investigation, provided that Buyer notifies Seller at least two (2) days in advance of any tests and/or inspections, specifying the time and nature of any tests and/or inspections. During the pendency of this Agreement, Seller shall make available to Buyer, and Buyer and its representatives, agents and contractors shall have a continuing right of reasonable access to and the right to examine and make copies of, all construction plans, correspondence, documents, contracts, agreements and ot...
Buyer’s Investigation. Buyer hereby acknowledges that to its knowledge, Buyer and its Representatives have been (a) given access to the premises, properties, books, contracts and records of the Company and (b) furnished with all additional financial and operational data and other information concerning the Company’s assets as Buyer and its Representatives have requested in connection with Buyer’s determination to enter into this Agreement.
Buyer’s Investigation. Buyer's reasonable satisfaction with the results of Buyer's due diligence investigation including but not limited to
Buyer’s Investigation. Buyer is an experienced developer. Prior to Close of Escrow Buyers hall have inspected the Property, and shall have formulated its own opinion as to the feasibility of developing the Property, and in deciding whether or not to purchase the Property. Except as specifically set forth in this Agreement, Buyer is relying on its own investigation and is not relying on any representations and warranties of Seller.
Buyer’s Investigation. Between the date of this Agreement and the Closing Date, the Company will (i) give Buyer and its authorized representatives (including lenders, legal counsel and accountants) access to all officers, employees, independent accountants, attorneys and any other advisors or contractors of the Company, all offices, warehouses and other facilities and property of the Company's business and all of the Company's books and records, including without limitation, financial statements, tax returns and Contracts, (ii) permit Buyer and its authorized representatives to make such inspections thereof as Buyer may require, and (iii) furnish Buyer and its representatives and advisers with such financial and operating data and other information with respect to the business and properties of the Company's business as Buyer may from time to time request; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business.
Buyer’s Investigation. Between the date of this Agreement and the Closing Date, the Company will (i) give Buyers and its authorized representatives (including lenders, legal counsel and accountants) reasonable access to all employees, offices, warehouses and other facilities and property of the Business and to their books and records, at times that are mutually agreed between Buyers and the Company, (ii) permit Buyers and its authorized representatives to make such inspections thereof as Buyers may reasonably require, and (iii) furnish Buyers and its representatives and advisers with such financial and operating data and other information with respect to the business and properties of the Business as Buyers may from time to time reasonably request; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business. Buyers shall not contact the Company’s employees, contractors, vendors, or customers without the express prior consent of the Company, which shall not be unreasonably withheld or delayed.
Buyer’s Investigation. EXCEPT AS SET FORTH IN ARTICLE V, BUYER ACKNOWLEDGES, ON BEHALF OF ITSELF, THE BUYER CORPORATIONS AND THEIR AFFILIATES, THAT NO SELLER AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS, THE TRANSFERRED ASSETS, THE TRANSFERRED EQUITY INTERESTS, THE TRANSFERRED ENTITIES, THE ASSUMED LIABILITIES, THE BUSINESS, THE ACQUISITION (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ANY INFORMATION PROVIDED BY THEM OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE ACQUISITION AND THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY FORECASTS, PROJECTIONS, ESTIMATES OR BUDGETS), ANY SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED. BUYER ACKNOWLEDGES, ON BEHALF OF ITSELF, THE BUYER CORPORATIONS AND THEIR AFFILIATES THAT, SHOULD THE CLOSING OCCUR, BUYER AND THE BUYER CORPORATIONS SHALL ACQUIRE THE TRANSFERRED ASSETS, THE TRANSFERRED EQUITY INTERESTS, THE TRANSFERRED ENTITIES, AND THE ASSUMED LIABILITIES, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN ARTICLE V. Buyer is relying on its own investigation, examination and valuation of the Business, including the Transferred Assets, the Transferred Equity Interests, the Transferred Entities and the Assumed Liabilities, in effecting the transactions covered by this Agreement and the Ancillary Agreements. Buyer has made all inspections and investigations deemed necessary or desirable by Buyer. Buyer is purchasing the Transferred Assets, the Transferred Entities and the Transferred Company Equity Interests and assuming the Assumed Liabilities based on the results of its inspections and investigations, and not on any representation or warranty of Seller or any of its Affiliates not expressly set forth in Article V. Buyer represents that no Seller Affiliates, or their respective Representatives or any other Person, have made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding any of the Transferred Assets, the Transferred Equity Interests, the Transferred Entities and the Assumed Liabilities not expressly set forth in Article V, Seller Affiliates will not have, or be subject...
Buyer’s Investigation. Xxxxx represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and hereby acknowledges that it has conducted an investigation of the Purchased Assets. Notwithstanding anything in this Agreement to the contrary, Xxxxx acknowledges that it is accepting the Purchased Assets in their present condition and locations and with their present operating capabilities. Buyer acknowledges that Seller makes no warranty, express or implied, as to the condition of the Purchased Assets except as expressly set forth in this Agreement. Buyer has not relied upon, and Seller shall not be liable for or bound in any manner by, any express or implied verbal or written information, warranties, guarantees, promises, statements, inducements, representations or opinions pertaining to the Business or the Purchased Assets, except as may be contained in this Agreement. Buyer has inspected, or waived its right to inspect, the Purchased Assets for all purposes and satisfied itself as to their condition. Buyer is relying solely upon its own inspection of the Purchased Assets, and Buyer shall accept all of the same in their “as is,” “where is,” condition. Buyer acknowledges that the representations and warranties of Seller contained in this Agreement constitute the sole and exclusive representations and warranties of Seller to Buyer in connection with this Agreement and the Contemplated Transactions, and Xxxxx acknowledges that all other representations and warranties are specifically disclaimed and may not be relied upon or serve as a basis for a claim against Seller or its Affiliates.
