Due Diligence and Inspection. Buyer represents and warrants to Seller that: (1) prior to the execution of this Agreement, Buyer has had adequate time and access to the Property to conduct a complete and thorough inspection of the Property, examine all title matters concerning the Property and all agreements relating to the Property, including but not limited to the disclosures and reports required by any ordinance, or has freely and voluntarily waived the right to conduct any such inspections; (2) prior to the execution of this Agreement, Buyer has conducted and completed such inspections, or has freely and voluntarily waived the right to conduct any such inspections; (3) Buyer is purchasing the Property based solely upon Buyer’s own inspection of the Property and not on any representations by or materials from Seller; (4) prior to the execution of this Agreement, Buyer has satisfied himself/herself/itself in all respects as to the Property and the condition thereof, including, without limitation, its location, its insurability, its physical condition, its environmental condition, the structural integrity of any and all improvements on the Property, all title matters concerning the Property; and (5) Buyer is aware of all laws, ordinances and requirements affecting the use, condition and ownership of the Property, including, without limitation, all applicable zoning and land use regulations and local ordinance. Seller makes no representation or warranty, and Buyer has investigated to Buyer’s satisfaction, regarding whether the location of the Property is in an earthquake fault zone, seismic hazard zone, flood hazard zone, stated responsibility area (fire hazard area), very high fire hazard severity zone, or area of potential flooding, or whether the Property is subject to any flood disaster or other insurance requirements or whether the Property contains wetlands or other environmental constraints.
Due Diligence and Inspection. EXT acknowledges that IAHC has made available to it geological reports, surveys, conveyance and recording documents and all other due diligence materials regarding the Mineral Properties that EXT has requested (together "Due Diligence Materials"). EXT acknowledges that any information contained in these materials produced to EXT is constructively known to EXT and accepted by EXT prior to entering into this Agreement. EXT has waived its right to physically inspect the properties at this time but may conduct a physical inspection of the properties at any time. EXT has 90 days from the date of this Agreement to make a physical inspection of the properties and conduct its own independent mineral and geological analysis (together "Inspection"). In the event that the Inspection reveals any information that is materially different than what was represented to EXT in the Due Diligence Materials, EXT shall have the right to cancel this Agreement and the JVA without penalty upon five (5) days written notice. Also, in the event that subsequent to this 90 day period, competent geological experts retained as third parties should determine that the gold deposits are less extensive or efficiently mined than was contemplated in the Due Diligence Materials, EXT may terminate this Agreement without penalty.
Due Diligence and Inspection. Spectral acknowledges that Gamma has made available to it geological reports, surveys, conveyance and recording documents and all other due diligence materials regarding K1 and K2 that Spectral has requested (together "Due Diligence Materials"). Spectral acknowledges that any information contained in these materials produced to Spectral during the period September 13 through September 19 is constructively known to Spectral and accepted by Spectral prior to entering into this Agreement. Spectral has waived its right to physically inspect the properties at this time but may conduct a physical inspection of the properties at any time. Spectral has 90 days from the date of this Agreement to make a physical inspection of the properties and conduct its own independent mineral and geological analysis (together "Inspection"). In the event that the Inspection reveals any information which is materially different than what was represented to Spectral in the Due Diligence Materials, Spectral shall have the right to cancel this Agreement and the JVA without penalty upon five (5) days written notice.
Due Diligence and Inspection. LEGAL02/39345998v7
Due Diligence and Inspection. The Buyer shall have been satisfied in its reasonable discretion with its due diligence review and inspections of the business, operations assets and records of the Company and BFI with respect to the operation of the Business of the Company and BFI and the transactions contemplated hereby; provided, however, that if the Buyer does not deliver to the Company a written notice of termination of this Agreement as a result of such due diligence review and the review of the Disclosure Schedules on or before the later of: (a) five (5) business days after final delivery of the Disclosure Schedules; or (b) one (1) day prior to the Closing Date, then this condition shall be deemed to have been fulfilled.
Due Diligence and Inspection
