Buyer Due Diligence. Buyer is experienced, and/or has engaged expert advisors experienced in the evaluation and purchase of property and assets such as the Assets contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to permit it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement.
Buyer Due Diligence. Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company and its affiliates and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of the Company and its affiliates for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties contained herein, and Buyer:
(a) acknowledges that neither the Company nor any of its respective directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy of completeness of any of the information provided or made available to the Company or its directors, officers, employees, affiliates, controlling persons, agents or representatives; and
(b) agrees, to the fullest extent permitted by law, that neither the Company nor any of its directors, officers, employees, shareholders, affiliates, controlling persons, agents, advisors or representatives shall have any liability or responsibility whatsoever to the Buyer or its directors, officers, employees, affiliates, controlling persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to the Buyer or its directors, officers, employees, affiliates, controlling persons, advisors, agents or representatives (or any omissions therefrom), except that the foregoing limitations shall not apply (i) to the extent the Company makes the specific representations and warranties set forth in this Agreement and (ii) in the case of fraud, willful misrepresentation or willful nondisclosure, but always subject to the limitations and restrictions contained herein.
Buyer Due Diligence. It has conducted such due diligence investigations concerning the Assets as it has determined to be appropriate. It has not relied upon any estimates by Seller concerning any Oil or Gas reserves included in the Assets or concerning the nature, quantity or quality or costs of producing such Oil or Gas, and with respect to such matters and other matters concerning the Assets which are not specifically addressed by Seller’s representations and warranties in Article VI of this Agreement, it has relied exclusively upon its own due diligence investigation of the Assets, including the advice of such experts or consultants as it has determined to be necessary or desirable in its sole discretion. It acknowledges that Seller’s records and files concerning the Assets which have been made available for inspection by it contain valuative and interpretive reports, studies and other material, and that it has not relied upon such reports, studies or other material in electing to purchase the Assets, but has undertaken such independent analysis and other due diligence inquiries concerning the Assets as it has determined to be necessary or desirable in its sole discretion.
Buyer Due Diligence. Buyer acknowledges that Allon has been the Publisher of the Publications of the Companies since November 1992. Buyer has discussed the representations and warranties (including those contained in Article IV) with Allon and, based upon these discussions, Buyer has no knowledge of any facts and/or circumstances which would make any of the representations and warranties of Seller untrue.
Buyer Due Diligence. Buyer is experienced, and/or has engaged expert advisors experienced in the evaluation and purchase of property and assets such as the Assets contemplated hereunder. Buyer acknowledges that prior to Closing it will have had the opportunity, pursuant to Section 7.5, to inspect the Facilities and observe the physical characteristics and condition of the Facilities and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Facilities or this Agreement or of concern to Buyer (“Property Condition”), including: title; the environmental condition of the Facilities (including the presence or absence of Hazardous Substances in, on or about the Facilities, notwithstanding the issuance of letters of closure, no further action or liability assurance by the various federal, state or local agencies and offices); water, soil, pest and geological conditions of the Facilities the financial condition of the Facilities; the suitability of the Facilities or any and all activities and/or uses which may be conducted thereon; the compliance of or by the Facilities with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, building codes, and the status of any development or use rights respecting the Facilities); the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Facilities; or the physical condition of the improvements, including construction defects, deferred maintenance or other adverse physical conditions or defects. Buyer further acknowledges and agrees that except for any representations, warranties or agreement made by Seller herein, neither Seller nor any Person acting or purporting to act on Seller’s behalf has made any representation, warranty or agreement, express or implied, by or on behalf of Seller as to any matters concerning a Property Condition. Buyer hereby acknowledges, agrees and represents that, except as otherwise provided in this Agreement, the Facilities are to be purchased, conveyed and accepted by Buyer at the Closing in their present condition, “AS IS”, “WHERE IS” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in a Property Condition, whether or not known or discovered (other than the fraud of Seller), shall affect the rights of either Seller or Buyer hereunder, nor shall the Purchase Price be reduced as a consequence thereof. Upon Closing, except as otherwi...
Buyer Due Diligence. Supplier represents and warrants to Buyer that as of the Effective Date it has not been notified of any claim that Supplier's use of the System violates the legally protected trade secret, proprietary right or other interest of a third party, or infringes a patent, copyright or other intellectual property right of a third party (a "Third Party Infringement Claim"). Buyer acknowledges and agrees, however, that Supplier makes absolutely no representation or warranty regarding Third Party Infringement Claims arising from Buyer's use of the System in the Territory. Supplier strongly encourages Buyer to conduct copyright searches and other appropriate due diligence, in the Territory to ensure that Buyer's use of the System in the Territory will not result in a Third Party Infringement Claim. Buyer acknowledges and agrees that it is assuming all risk and liability that a Third Party Infringement Claim may result from Buyer's use of the System in the Territory.
Buyer Due Diligence. Company will provide Buyer, its counsel, accountants, financing sources and other representatives (“Buyer’s Representatives”) with full access to the books and records of Company and the Business, to the Assets and to the officers, employees, agents and accountants of Company with respect to matters relating to the Business upon reasonable notice and will provide Buyer and Buyer’s Representatives with such information concerning Company, the Equity, the Assets and the Business as they reasonably may request.
Buyer Due Diligence. Buyer has conducted its own due diligence review and analysis of the Company and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, and records, and other documents and data of the Company and the Seller for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own due diligence and the express representations, warranties and covenants set forth in this Agreement (including the related sections of the Disclosure Schedules); and (b) neither Seller no any other Person has made any representation, warranty or covenant as to Seller, the Company or this Agreement, except as expressly set forth in this Agreement (including the related sections of the Disclosure Schedules.
Buyer Due Diligence. The Buyer has not relied upon any representations or warranties of the Company, and the Buyer represents that the Company has not made any such representations or warranties to the Buyer except as set forth in Section 4 of this Agreement.
Buyer Due Diligence. The Buyer acknowledges, and warrants to the Seller, that:
(a) MCG holds a 50% interest in the Hidden Valley Joint Venture and HVSL and is a member of the Buyer Group and, accordingly, the Buyer is familiar with the Hidden Valley Joint Venture, the Hidden Valley Business, HVSL and the operations of HVSL;
(b) the Buyer and its representatives have had an opportunity to conduct a due diligence investigation and evaluation of the Company and to review the Disclosure Materials, and have used that opportunity;
(c) the Buyer:
(i) has made, and relies on, its own searches, investigations, enquiries and knowledge of the Hidden Valley Business and the Buyer Group's knowledge of the Hidden Valley Business (including the knowledge of MCG);
(ii) has had independent legal, tax, financial and technical advice relating to the purchase of the Sale Group Companies and the terms of this document and the documents to be executed pursuant to it;
(iii) has made and is relying on its own independent investigation, analysis and evaluation of the information provided by the Seller (including the Disclosure Materials) and of other information which it considers relevant;
(iv) acknowledges, without limiting any other provision of this document, that the assets of the Company are to be delivered on an 'as is, where is' basis; and
(v) has satisfied itself in relation to matters revealed by its enquiries, investigation, analysis and evaluation; and
(d) as at the date of this document, neither the Buyer nor any member of the Buyer Group knows of, or has any ground to suspect, anything which is, or would be likely with the lapse of time or giving of notice (or both) to become, a breach of any Warranty.
