Investigation by Purchasers. Purchasers have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Subject Companies, which investigation, review and analysis was conducted by Purchasers and their respective Affiliates and to the extent Purchasers deemed appropriate. In entering into this Agreement, each Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers (except the specific representations and warranties of Sellers set forth in Article III), and each Purchaser acknowledges and agrees, to the fullest extent permitted by Law, that:
Investigation by Purchasers. Each Purchaser acknowledges that it has had an opportunity to ask questions of and receive answers from the Company regarding the Company and the Company Subsidiaries and their respective businesses, assets, results of operations and financial condition and the terms and conditions of the issuance of the Common Stock. Notwithstanding anything contained herein to the contrary, no investigation by Purchasers shall in any way affect Purchasers' right to rely upon the Company's representations, warranties and covenants contained herein.
Investigation by Purchasers. Promptly following the date hereof up and until the Closing Date, Sellers will, and will cause the GmbH Subsidiary to, (a) provide Purchasers and their officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours (provided such access does not unreasonably interfere with the Business operations), to the Assets, the Employees and such other officers, employees and agents of Sellers and the GmbH Subsidiary who have any responsibility for the conduct of the Business, and use commercially reasonable efforts to make their accountants so available, (b) furnish Purchasers and their Representatives with all such information and data (including without limitation copies of Business Contracts, Benefit Plans and other Business Books and Records then within Sellers' control and business contracts, benefit plans and other Books and Records then within the control of the GmbH Subsidiary) concerning the Business, the Assets and the Assumed Liabilities as Purchasers or any of such other Persons reasonably may request in connection with such investigation, and (c) furnish Purchasers and their Representatives with all applicable portions of accounting records, employment records, contracts, and other Books and Records, all to the extent that they relate solely to the Employees and such information is then within Sellers' control. back to top
Investigation by Purchasers. Without in any manner limiting the representations and warranties of Sellers contained in Article II hereof or the Purchasers reliance thereon, Purchasers have conducted their own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the Subsidiaries and acknowledge that they have been provided access to the properties, premises and records of the Company and each Subsidiary for this purpose.
Investigation by Purchasers. Sellers will, and will cause the Company and its Subsidiaries to, (a) provide Purchasers and their officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (together "Representatives") with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and its Subsidiaries and their Assets and Properties and Books and Records, (b) furnish Purchasers and such Representatives with all such information and data (including without limitation copies of Contracts, Benefit Plans and other Books and Records) concerning the business and operations of the Company and its Subsidiaries as Purchasers or any of such Representatives reasonably may request in connection with such investigation and (c) as promptly as practicable, deliver to Purchasers true and complete copies of such financial statements, reports and analyses as may be prepared or received by Sellers, the Company or any Subsidiary relating to the business or operations of the Company or any Subsidiary or as Purchasers may otherwise reasonably request.
Investigation by Purchasers. 4.04 No Solicitations. * 4.05 Conduct of Business. * 4.06
Investigation by Purchasers. From the Execution Date until the earlier of the Closing Date or the Termination Date, Sellers shall use reasonable best efforts, subject to Applicable Laws, to provide Purchasers and their Representatives with reasonable access during normal business hours and upon reasonable written advance notice to the offices, properties, books and records of the Acquired Companies in the possession or control of Sellers or Cleco Corporate Holdings LLC or their controlled Affiliates (including, without limitation an employee census that includes both the birthdate and zip code (in respect of each Business Employee’s applicable location of residence) of each Business Employee) solely for a purpose reasonably related to the consummation of the transactions contemplated hereunder; provided that such access (x) does not unreasonably interfere with the normal operations of Sellers or any Acquired Company or cause a violation of any agreement to which Sellers or any Acquired Company is a party, and (y) shall be subject to the terms of the Confidentiality Agreement and any reasonable safety, confidentiality and other policies of the Acquired Companies. All requests for such access shall be directed to Sellers or such other Person as Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Purchasers if such disclosure would be reasonably likely to (i) jeopardize any attorney-client or other legal privilege (provided, however, that the parties shall use good faith efforts to enter into a mutually agreeable common interest agreement or similar agreement to provide Purchasers and their respective Representatives with access to such privileged information) or (ii) contravene any Applicable Laws, fiduciary duty or binding agreement (including the Confidentiality Agreement) entered into prior to the Execution Date; provided, that, to the extent necessary, Sellers shall reasonably cooperate with Purchasers in seeking, and use commercially reasonable efforts to secure at Purchasers’ expense, any consent or waiver or other arrangement to allow disclosure of such information in a manner that would not result in any violation, contravention or loss of privilege. Sellers makes no representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.01, and Purchasers shall not rely on the accuracy of any such information, in each cas...
Investigation by Purchasers. The Purchasers have conducted their own independent review and analysis of the Conveyed Assets, the Assumed Liabilities and the Business and acknowledge that the Purchasers have been provided access to the personnel, properties, premises and records of the Seller relating to the Conveyed Assets and the Business for such purpose. In entering into this Agreement, the Purchasers have relied solely upon the representations, warranties and covenants of the Seller set forth in this Agreement and in the Related Instruments and their own investigation and analysis, and the Purchasers:
Investigation by Purchasers. Purchasers have conducted their own independent review and analysis of the Company, its business, operations and prospects and acknowledges that Purchasers have been provided access to the personnel, properties, premises and records of Sellers and the Company relating thereto. In entering into this Agreement, Purchasers have relied solely upon the express representations and warranties of Sellers set forth in Article IV and the covenants of Sellers set forth in this Agreement and Purchasers’ own investigation and analysis. Purchasers acknowledge that, except as set forth in Article IV of this Agreement, none of U.S. Seller, U.K. Seller or any of their Affiliates or any of their respective directors, officers, employees, agents, advisors or representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Purchasers or any of their Representatives. Purchasers acknowledge that, except as expressly set forth in the representations and warranties in Article IV of this Agreement: (a) 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, and (b) that U.S. Purchaser is purchasing the Shares “where is,” “as is” and “with all faults”.
Investigation by Purchasers. Such Purchaser has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries. In entering into this Agreement, such Purchaser acknowledges that, except for the representations and warranties of Visteon and Seller expressly set forth in Article II, none of Visteon or Seller nor any of their respective Affiliates, directors, officers, employees, agents or advisors makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to such Purchaser or any of its directors, officers, employees, agents or advisors. Without limiting the generality of the foregoing, none of Visteon or Seller nor any of their respective Affiliates, directors, officers, employees, agents or advisors or any other Person has made a representation or warranty to such Purchaser with respect to (a) any projections, estimates or budgets for the Company and its Subsidiaries or (b) any material, documents or information relating to the Company or its Subsidiaries made available to such Purchaser or its directors, officers, employees, agents or advisors in any “data room” or otherwise, except as expressly and specifically covered by a representation or warranty set forth in Article II.
