Purchaser’s Review. The Purchaser understands that it is solely responsible for reviewing the Offering Materials and this Purchase Agreement and, to the extent he, she or it believes necessary, for discussing with counsel the representations, warranties and agreements that the Purchaser is making in this Purchase Agreement. The Purchaser understands that Wilson, Sonsini, Xxxxxxxx & Xxxxxx, P.C. acts as counsel only to the Company and does not represent the Purchaser or any other person by reason of purchasing the SAFT.
Purchaser’s Review. The Purchaser understands that it is solely responsible for reviewing the Offering Materials and this Purchase Agreement and, to the extent he, she or it believes necessary, for discussing with counsel the representations, warranties, and agreements that the Purchaser is making in this Purchase Agreement.
Purchaser’s Review. Purchaser has conducted a review of the business, assets, books and records of the Corporation and each Subsidiary and has found the results of such review to be satisfactory to Purchaser, in its sole discretion.
Purchaser’s Review. The review by Purchaser of the records of the Corporation shall not relieve Seller of any duty, obligation, ability, warranty or representation set forth in this Agreement. Purchaser shall give prompt notice to Seller of any claim for breach of any representation or warranty of Seller contained in this Agreement or in any Schedule or Exhibit hereto. In such event, either party shall have the right to terminate this Agreement without cost or liability by written notice to the other sent within ten (10) days of the sending of Purchaser's such notice. No such termination, however, shall abrogate the duty of confidentiality placed upon the parties by the terms of this Agreement.
Purchaser’s Review. 4.1 Seller to Provide Access 10 4.2 Title Defects 10
Purchaser’s Review. (a) Purchaser has reviewed and has had access to all documents, records and information which it has desired to review, and has had the opportunity to ask questions, and have received sufficient answers, in connection with its decision to enter into this Agreement, and to consummate the transactions contemplated hereby. Nothing in this Section 11.09(a) or in Section 8.07 shall be deemed to limit the Company’s and the Seller Parties’ representations and warranties set forth in this Agreement, the Transaction Documents or the documents and certificates delivered herewith or thereunder.
Purchaser’s Review. Prior to expiration of the Objection Period, Purchaser shall specify to Seller those items subject to which Purchaser will accept title to the property (the "Permitted Liens and
Purchaser’s Review. Upon receipt of the Adjustment Reports, Purchaser and its independent accountants shall have the right during the succeeding 45-day period to examine the Adjustment Reports and all books and records used to prepare the Adjustment Reports. The Sellers shall use their best efforts to cause PwC to provide access to the work papers used to prepare, audit and perform procedures on the Adjustment Reports and supporting their report and opinion referred to above, and Inco shall provide Purchaser with access to its books and records and employees relevant to or otherwise involved in the preparation of the Adjustment Reports. Purchaser and the Sellers acknowledge that book to physical counts of inventory (excluding supplies), in each case consistent with past practices and using the same procedures previously used by the respective Company or Subsidiary so long as such practices and procedures were in accordance with GAAP may only be taken at the following locations: (i) IAII's facilities in Huntington, West Virginia (to take place on or about August 8, 1998 and be completed by August 15, 1998),(ii) IAL's facilities in Hereford, U.K. (to take place by the end of August 1998 and be completed by September 15, 1998), (iii) A-1 Wire Tech, Inc., (iv) IAL's welding products operations, (v) Rescal's facilities, (vi) Inco Alloys Services SpA's facilities, and (vii) Inco Alloys Services (Pacific) Pte. Ltd.'s facilities (such inventory counts, the "Planned Inventory Counts"). Sellers may, at their option, conduct one or more of the Planned Inventory Counts prior to the Closing Date, subject to the third succeeding sentence. The parties hereby acknowledge that taking into account the planning and complexity of the Planned Inventory Counts, the personnel of the Companies or the Subsidiaries who have previously been responsible for overseeing prior inventory counts taken at the relevant locations will, in consultation with Purchaser, be responsible for and will oversee the Planned Inventory Counts, subject to the second succeeding sentence. No book to physical adjustments with respect to inventories shall be made to the Adjustment Reports other than as provided for above with respect to the Planned Inventory Counts. The Sellers and Purchaser and their respective accountants and representatives shall be afforded prior notice of and a reasonable opportunity to observe the Planned Inventory Counts; the parties acknowledge that the Planned Inventory Counts shall only be taken in a ...
Purchaser’s Review. (a) Assuming the accuracy of the representations and warranties of the Company, Elmwood and Seller set forth in Articles V and VI, the Purchaser acknowledges that it has reviewed and has had access to all documents, records and information that it has desired to review, and has had the opportunity to ask questions, and has received sufficient answers, in connection with its decision to enter into this Agreement, and to consummate the transactions contemplated hereby. In connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the Purchaser has not relied upon, and the Purchaser expressly waives and releases the Seller from any liability for any claims relating to or arising from, any representation, warranty, statement, advice, document, projection, or other information of any type provided by the Seller or its Affiliates or any of its representatives, except for (i) those representations and warranties regarding the Company, Elmwood or the Seller expressly set forth in Articles V and VI and (ii) the authenticity of documents referenced in the Disclosure Schedules, which copies of such documents were provided to Purchaser. In deciding to enter into this Agreement, and to consummate the transactions contemplated hereby, the Purchaser has relied solely upon its own knowledge, investigation, judgment and analysis (and that of its attorneys, accountants, consultants and representatives) and not on any disclosure or representation made by, or any duty to disclose on the part of, the Seller, the Company, Elmwood, their Affiliates or any of their representatives, other than (i) the representations and warranties regarding the Company, Elmwood, or the Seller set forth in Articles V and VI and (ii) the authenticity of documents referenced in the Disclosure Schedules, which copies of such documents were provided to Purchaser.
Purchaser’s Review. Forthwith upon acceptance of this offer, the Vendor shall provide to the Purchaser and its consultants and/or advisors access and copies if required of all books, records, files, income and operating statements, engineering reports, environmental assessments and all land and contractual documents of the Vendor relating to the Assets.
