Buyer Review. The Buyer shall have completed and be satisfied with its confidential and nondisclosed review of the business, management, finances, and supplier and customer relations of the Company.
Buyer Review. The Company shall have completed its review of, and shall be satisfied with its conclusions regarding, the Company's business, operations and projections on or before the closing Date.
Buyer Review. Buyer 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 business. Buyer acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and Buyer must bear the economic risk of its investment in the Shares until and unless the offer and sale of such Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is applicable. Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act.
Buyer Review. Seller:
a. Has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of Seller's investment in the Prime Common Stock contemplated by the Agreement, and that Seller is able to bear the economic risk of such investment indefinitely.
b. Has (A) had the opportunity to meet with representative officers and other representatives of Buyer to discuss its business, assets, liabilities, financial condition, cash flow, and operations, and (B) received all materials, documents and other information that it deems necessary or advisable to evaluate the Prime Common Stock and the Transactions.
c. Has made its own independent examination, investigation and evaluation of the Prime Common Stock.
d. Has undertaken such due diligence regarding the Prime Common Stock as it deems adequate. Nothing in this Paragraph 7 will preclude Seller from relying on the representations, warranties, covenants, and agreements of Buyer under the Agreement (including Exhibits to the Agreement) or from pursuing its remedies with respect to a breach thereof. EXHIBIT E --------- REPRESENTATIONS AND WARRANTIES OF BUYER ---------------------------------------
Buyer Review. BUYER acknowledges that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Assets contemplated by this Agreement, and is an "accredited investor," as defined by the Securities Act of 1933, as amended, and the rules promulgated thereunder, and is able to bear the economic risk of such investment for an indefinite period of time. BUYER acknowledges that it has had the opportunity to conduct due diligence, and will be permitted to conduct additional due diligence in accordance with Section 5, with respect to the SELLER Interests. 39
Buyer Review. It is expressly understood and agreed that the design documents and other related design information and results of any supporting design calculations, prepared in connection with any interfaces of the Work with the Other Contractors’ Work (“Design Documents”), shall be furnished to Buyer and Financing Parties, if any, for review in order to monitor compliance with this Master Agreement and all relevant TPOs.
Buyer Review. Buyer has reviewed and has had access to all documents, records and information which it has requested to review, and have had the opportunity to ask questions, in connection with their 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, Buyer has not relied upon, and Buyer expressly waives and releases the Company 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 Company or any of its Affiliates or any of their representatives, except for those representations and warranties expressly set forth in this Agreement (as modified by the Schedules), any Collateral Agreement or in any other Company Transaction Document.
Buyer Review. The review or approval by Buyer of any drawings, designs or other materials generated or supplied by Seller does not relieve Seller of its contractual obligations hereunder.
Buyer Review. Each Seller:
(i) Has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such Seller's investment in the Buyer Notes, the Buyer Exchangeable Shares and the Parent Common Stock contemplated hereby, and that such Seller is able to bear the economic risk of such investment indefinitely.
(ii) Has (A) had the opportunity to meet with representative officers and other representatives of Parent to discuss its business, assets, liabilities, financial condition, cash flow, and operations, and (B) received all materials, documents and other information that it deems necessary or advisable to evaluate the Buyer Notes, the Buyer Exchangeable Shares and the Parent Common Stock and the Transactions.
(iii) Has made its own independent examination, investigation, analysis and evaluation of the Buyer Notes, the Buyer Exchangeable Shares and the Parent Common Stock Buyer, including its own estimate of the value of the Buyer Notes, the Buyer Exchangeable Shares and the Parent Common Stock.
(iv) Has undertaken such due diligence (including a review of Parent's assets, properties, liabilities, books, records, and contracts) as it deems adequate, including that described above. Nothing in SECTION 5.1(H) will preclude a Seller from relying on the representations, warranties, covenants, and agreements of Buyer Parties herein or from pursuing their remedies with respect to a Breach thereof.
Buyer Review. Neither (a) the review by Buyer of any information or calculations supplied by Seller nor (b) Buyer's certification of the Heat Rate Guarantee, Turbine Generator Unit Electrical Output Guarantee, Emission Guarantee, Reliability Guarantee or Acceptance nor (c) Buyer's payments of the Contract Price constitute a waiver of, or release Seller from, any liability hereunder from any breach or default by Seller under this Agreement. Notwithstanding anything to the contrary herein contained, Buyer shall not be liable for and makes no representation with respect to any designs and specifications for the Turbine Generator Units or the Scope of Work, including any designs and specifications prepared by Seller and reviewed or accepted by Buyer, and including any designs and specifications set forth in the Agreement. Buyer's Acceptance of the Turbine Generator Units shall not relieve Seller of its obligation for such compliance.
