Document Inspection; Contracts Clause Samples

Document Inspection; Contracts. (a) Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers. (b) Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c) with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule C attached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.