Buyer Investigation. The Buyer is an informed and sophisticated participant in the transactions contemplated by this Agreement and the Transaction Documents. The Buyer has undertaken an investigation of the Company, the Monster Interests, the management, operations, and finances of the Company and the Sellers, and has been provided with and has evaluated and relied upon certain documents and information provided by the Sellers and the Company to assist the Buyer in making an informed decision with respect to this Agreement and the purchase of the Monster Interests. The Buyer shall accept the Company as it exists on the Closing Date based on Buyer’s inspection, examination, and determination, subject only to the express representations, warranties, covenants, and indemnities provided in this Agreement. Buyer is not relying on any other representation or warranty of any nature, whether in writing, orally, or otherwise, made by or on behalf of Sellers, except as expressly set forth in this Agreement, and Buyer hereby expressly disclaims reliance on any other such representation or warranty of any nature. Any claim that the Buyer or any other Buyer Indemnified Parties may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in Article II and Article III. Any representations and warranties other than those expressly set forth in Article II and Article III are disclaimed by Sxxxxxx.
Buyer Investigation. Buyer acknowledges and agrees that in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, (a) Buyer has relied solely on the basis of its own independent investigation of the Company Interests and the Pipeline System and the risks related thereto and upon the express written representations and warranties of Seller set forth in ARTICLE IV of this Agreement; and (b) neither Seller nor any other Person has made any representation or warranty as to Seller or the Company Interests or the Pipeline System, except as expressly set forth in ARTICLE IV of this Agreement. Without limiting the foregoing, Buyer expressly acknowledges and agrees to the provisions set forth in ARTICLE VI.
Buyer Investigation. Buyer acknowledges and agrees that in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, (a) Buyer has relied solely on the basis of its own independent investigation of the Company Interests and the risks related thereto and upon the express written representations and warranties of Seller set forth in Article IV of this Agreement; (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Company or the Company Interests, except as expressly set forth in Article IV; and (c) Buyer has inspected the Purchased COT Assets as of April 13-16, 2018 and, based solely on Buyer’s visual inspection as of such dates, such assets are free from apparent material damage (ordinary wear and tear excluded). Without limiting the foregoing, Buyer expressly acknowledges and agrees to the provisions set forth in Article IV.
Buyer Investigation. Seller hereby grants to Buyer the right to enter and inspect the Property and Improvements. In order to complete such investigation, Buyer or its designated consultant shall have the right but not the obligation at Buyer's sole expense: (1) to conduct tests of the soil, surface or subsurface waters, and air quality at, in, on, beneath or about the Property, in a manner consistent with good engineering practice; (2) to inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to Hazardous Materials or other environmental conditions; and (3) to inspect all buildings and equipment at the Property for asbestos-containing materials or other Hazardous Materials. Buyer agrees to conduct such investigations in a manner designed to minimize the disruption to Seller's business activities, and Seller agrees to permit Buyer reasonable access to all portions of the Property at reasonable times to be mutually agreed upon. Buyer shall have the unilateral right, in its sole discretion, to terminate its obligations under this Agreement without penalty on or before the completion of the investigation if the investigation reveals any material condition, contamination or pollution existing or resulting from the operation or possession of the Property or the conduct of any business or operations thereon that have given or are likely to give rise to an unsatisfied on-site or off-site response, removal, closure or remedial obligations under any of the Environmental Laws or have had or are likely to have a material adverse effect upon Buyer's intended use of the Property or the Assets. Buyer agrees, and Buyer shall cause its agents to agree, to keep and hold confidential any and all reports, summaries, studies or results that are the product of such investigations, and not to disclose such reports without the written consent of Seller or unless required to do so by applicable law.
Buyer Investigation. Before acquiring fee title to a Lot Buyer is advised to visit their Lot during operation hours for the nursery and during differing times of the day to personally determine whether the nuisances and disturbances from the nursery operations are acceptable to Buyer.
Buyer Investigation. The right to indemnification shall not be affected by any investigation conducted with respect to, or, except for disclosures made in the Disclosure Schedules, any knowledge acquired (or capable of being acquired) at any time, whether before or after the Signing Date, with respect to any representation, warranty, covenant or agreement in this Agreement.
Buyer Investigation. Buyer shall be reasonably satisfied with the results of its due diligence investigation of the Company and the Business.
Buyer Investigation. Bank of Blue Valley and Ban Corp each acknowledges that: (i) it has had the opportunity to visit with Western National and Northland and meet with their representative officers and other representatives to discuss the business, assets, liabilities, reserves, financial condition, cash flow and operations of Western National, and (ii) all materials and information requested by Bank of Blue Valley or Ban Corp have been provided to Bank of Blue Valley or Ban Corp, respectively, to the reasonable satisfaction of such party. Bank of Blue Valley and Ban Corp each acknowledges that it has made its own independent examination, investigation, analysis and evaluation of Western National and Northland, including its own estimate of the value of the Bank Assets and Bank Liabilities. Each of Bank of Blue Valley and Ban Corp acknowledges that it has undertaken such investigation (including a review of the assets, liabilities, books, records and contracts of Western National and Northland) as Bank of Blue Valley or Ban Corp deems adequate, including that described above.
Buyer Investigation. Except for the specific promises and representations set forth in this Agreement or the Existing Lease, Buyer further acknowledges that it has entered into this Agreement in reliance solely upon Buyer's ability to conduct it's own investigation of the physical, environmental, economic and legal conditions of the Property, and it s independent review and examination of the Feasibility Studies and that Buyer is not relying upon any representation or warranty of Seller, or any of its respective officers, trustees, managers, directors, employees, brokers, agents, attorneys or other representatives ("Interested Parties"), concerning the Property. Buyer further acknowledges that Buyer has not received from Seller or any of its Interested Parties, any accounting, tax, legal, property management or other advice with respect to the Property or the transaction contemplated by this Agreement and that Buyer is relying solely upon the advice of its own advisors, if any, in entering into this Agreement. Accordingly, buyer's failure to terminate this Agreement in accordance with its rights under this Agreement shall constitute an acknowledgment that buyer has considered, inspected and reviewed to Buyer's satisfaction, all physical, environmental, economic and legal aspects and conditions of the Property and that Buyer is acquiring the Property on the basis of its evaluation, without the benefit of any representation or warranty from Seller or its Interested Parties except for the specific promises and representations set forth in this Agreement or in the Existing Lease.
Buyer Investigation. The representations and warranties of any of the Sellers and the Company contained herein shall not be affected by any investigation conducted for or on behalf of, or any knowledge possessed or acquired at any time by, Buyer or its Affiliates, employees, or representatives concerning any circumstance, action, omission or event relating to the accuracy or performance of any representation, warranty, covenant or agreement with respect thereto. Buyer has conducted its own independent review and analysis of the Company, the Subsidiaries, the business, operations and prospects thereof and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of Seller and the Company relating thereto. Buyer acknowledges that, except as expressly set forth in the representations and warranties in ARTICLE IV of this Agreement 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.
