Purchaser Review. Purchaser hereby represents and warrants that the Purchaser has carefully examined the Reports, and the financial statements contained therein. The Purchaser acknowledges that the Company has made available to the Purchaser all documents and information that it has requested relating to the Company and has provided answers to all of its questions concerning the Company and the Debenture. Nothing stated in the previous two sentences, however, shall be deemed to affect the representations and warranties of the Company contained in this Agreement.
Purchaser Review. Purchaser hereby represents and warrants that the Purchaser has carefully examined the COES SEC Reports and CXI SEC Reports and the COES and CXI Financial Statements contained therein. The Purchaser acknowledges that the Parent Company and Subsidiary Company has made available to the Purchaser all documents and information that it has requested relating to the Parent Company and the Subsidiary Company and has provided answers to all of its questions concerning the Parent Company and the Subsidiary Company, the COES Preferred Shares and the COES Warrants. Nothing stated in the previous two sentences, however, shall be deemed to affect the representations and warranties of the Parent Company the Subsidiary Company contained in this Agreement.
Purchaser Review. Purchaser hereby represents and warrants that Purchaser has carefully examined the SEC Reports and the Financial Statements contained therein. Purchaser acknowledges that the Company has made available to Purchaser all documents and information that Purchaser has requested relating to the Company and has provided answers to all of his or its questions concerning the Company, the Shares and the Warrants. Nothing stated in the previous two sentences, however, shall be deemed to affect the representations and warranties of the Company contained in this Agreement.
Purchaser Review. Prior to the expiration of the Due Diligence Period, Purchaser shall review title to the Premises as disclosed by the Title Commitment and the Survey and satisfy itself as to the availability from Escrow Agent of the Title Policy and all requested endorsements to such Title Policy.
Purchaser Review. The Purchaser hereby represents and warrants that the Purchaser has carefully examined the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998, and all reports (the "SEC Reports") required to be filed by the Company during the period from January 1,1997 through the date of this Agreement pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended (the "Exchange Act") and the financial statements contained therein. The Purchaser acknowledges that the Company has made available to the Purchaser all documents and information that it has requested relating to the Company and has provided answers to all of its questions concerning the Company and the Shares. The Purchaser further acknowledges that, as of the date of this Agreement, certain of the Company's SEC Reports are under review by the SEC and are subject to further revision based on future comments of the SEC staff. In evaluating the suitability of the acquisition of the Shares hereunder, the Purchaser has not relied upon any representations or other information (whether oral or written) other than as set forth in the SEC Reports, the License Agreement or as contained herein or in documents and information made available to it by the Company and answers to questions so furnished to it by the Company.
Purchaser Review. Within 20 days of receipt of the Schedules, Purchaser shall have toured and/or reviewed the Acquired Property and Improvements thereon, Seller's leased facilities, Contracts and Seller's operations which shall be reasonably satisfactory to Purchaser.
Purchaser Review. Section 4.6 of the Purchase Agreement is amended by deleting the first sentence of Section 4.6 in its entirety and substituting in lieu thereof the following: "The Purchaser hereby represents and warrants that the Purchaser has carefully examined the reports (including the financial statements contained therein) and all materials required to be disclosed under Rule 502(c) under the Securities Act."
Purchaser Review. Purchaser represents that it is a sophisticated entity that was advised by knowledgeable counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement and has conducted its own independent review and evaluation of the Company and its Subsidiary and their respective businesses.
Purchaser Review. The Purchaser has carefully examined the SEC Documents. The Purchaser acknowledges that the Company has made available to the Purchaser all documents and information that it has requested relating to the Company and has provided answers to all of its questions concerning the Company and the Shares. In evaluating the suitability of the acquisition of the Shares hereunder, the Purchaser has not relied upon any representations or other information (whether oral or written) other than as set forth in the SEC Documents or as contained herein. SECTION 5.
Purchaser Review. Purchaser shall have the right to appoint another nationally recognized independent accounting firm (the “Purchaser Auditor”) to verify the calculation and review the Consolidated Adjusted EBITDA calculations set forth in the EBITDA Notice and make other reasonable inquiries of the Company and the Company Auditor regarding questions concerning or disagreements with the Consolidated Adjusted EBITDA for the applicable year, and the Company Auditor shall share all schedules, analyses, working papers and other documentation produced in connection with its audit with the Purchaser Auditor. If Purchaser has any objections to the Consolidated Adjusted EBITDA calculation for an applicable year, then, within thirty (30) days (the “EBITDA Notice Dispute Period”) after Purchaser's receipt of the EBITDA Notice for an applicable year, Purchaser shall deliver to the Company, the Company Auditor and Xx. Xxxxxx a statement (an “Objection Statement”) setting forth its disputes or objections (the “EBITDA Disputes”) to the EBITDA Notice and, to the extent practical, Purchaser's proposed resolution of each such EBITDA Dispute. Any Objection Statement shall (i) specify in reasonable detail the nature of any EBITDA Disputes so asserted and include schedules, analyses, working papers and other documentation to reasonably support such EBITDA Disputes. Purchaser shall be deemed to have conclusively agreed with all items and amounts included in the calculations set forth in the EBITDA Notice for an applicable year, except such items that are specifically disputed and set forth in the Objection Statement delivered prior to the expiration of the EBITDA Notice Dispute Period. If an Objection Statement is timely received by the Company and Xx. Xxxxxx prior to the expiration of the EBITDA Notice Dispute Period, then the Company, Xx. Xxxxxx and Purchaser shall negotiate in good faith to resolve any EBITDA Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, then either the Company, Xx. Xxxxxx or the Purchaser may submit each unresolved EBITDA Dispute to the dispute resolution mechanisms set forth in Article 10 of this Agreement. Purchaser shall be responsible for the costs and expenses of the Purchaser Auditor in connection with any audit or review; provided, that if the Consolidated Adjusted EBITDA as determined by the Company Auditor exceeds the Consolidated Adjusted EBITDA as determined by the Purchaser Auditor by...
