Buyer’s Due Diligence Investigation. (a) Buyer acknowledges and agrees that, for the purposes of this Agreement, none of the Seller, its Affiliates or representatives has made any representations or warranties regarding the Seller, the Business, the Purchased Assets or otherwise in connection with the transactions set forth herein or in the Ancillary Agreements, on which it relied other than the representations and warranties expressly made by the Seller in Section 3. Without limiting the generality of the foregoing, Xxxxx acknowledges and agrees that no projections, forecasts and predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering materials with respect to the Business or the Purchased Assets, is or shall be deemed to be a representation or warranty by the Seller or any of its Affiliates to Buyer, under this Agreement, or otherwise, and that Buyer has not relied thereon in determining to execute this Agreement and proceed with the transaction set forth herein. Buyer further acknowledges and agrees that to the extent materials it has received from the Seller and its agents and representatives include projections, forecasts and predictions relating to the Purchased Assets and the Business; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts, predictions and information so furnished; that Buyer shall not have any claims against the Seller, its officers, directors, Affiliates or representatives, with respect thereto; and that Buyer has not relied thereon. Buyer acknowledges that no Person has been authorized by the Seller to make any representation or warranty regarding the Seller, the Business, the Purchased Assets, or the transactions set forth in this Agreement and in the Ancillary Agreements and, if made, such representation or warranty may not be relied upon as having been authorized by the Seller.
Buyer’s Due Diligence Investigation. Buyer acknowledges that it has had the opportunity to conduct a due diligence investigation with respect to the Company, and in no event shall any Seller have any Liability to Buyer pursuant to Section 8.1(a)(i) or Section 8.1(b)(i) to the extent that the Sellers demonstrate Buyer had actual knowledge as of the Closing Date of any breach or inaccuracy of any representation or warranty that would otherwise entitle Buyer to seek indemnification thereunder.
Buyer’s Due Diligence Investigation. Buyer's pre-closing due diligence investigation of the Fiskars Companies shall not have uncovered material facts that were not disclosed in this Agreement or the Disclosure Schedules (the non-English documents referenced in the first paragraph of Section 3 are deemed not to be disclosed for this purpose until translated into or summarized in English) as of the date hereof and that would have a Material Adverse Effect.
Buyer’s Due Diligence Investigation. Buyer will undertake an on-site due diligence investigation of the books, records and properties of the Company promptly following the date of this Agreement and will complete such due diligence investigation not later than fourteen (14) days following the date of this Agreement. At the conclusion of such fourteen (14) day period, Buyer may terminate this Agreement without any liability to the Shareholders (and Shareholders shall have no liability to Buyer) if and only if as a result of such due diligence investigation and review Buyer learns of information which materially and adversely deviates from the representations and warranties of Xxxxxxx contained in Section 5 of this Agreement.
Buyer’s Due Diligence Investigation. Buyer has, for the sole purpose of determining whether to enter into and negotiate the transactions contemplated by this Agreement, conducted a review of information provided to it regarding the Company’s commercial, financial, legal and other affairs. The parties agree and acknowledge that the representations and warranties of the Sellers and the Company set forth in this Agreement (and in the Disclosure Letter) shall in no way be limited, qualified, impaired or affected by Buyer’s conduct of such investigation.
Buyer’s Due Diligence Investigation. Buyer's due diligence investigation shall be divided into two phases, as follows:
Buyer’s Due Diligence Investigation. From and after the date hereof until the Closing, the Shareholder and the Company shall give Buyer and its counsel, accountants, investors and other authorized representatives, full access on reasonable advance notice to the assets of the Company and such copies of the Company’s financial statements, books and records, and other documentation of every nature as may be reasonably requested by Buyer to inspect and evaluate all aspects of the operations, assets, operating results, financial condition, future prospects, capitalization, ownership, and legal and regulatory affairs of the Company, and to verify the accuracy of the information heretofore furnished to Buyer, and the representations and warranties made in this Agreement by the Shareholder and the Company. Buyer agrees to use commercially reasonable efforts to conduct its review in a manner designed to minimize any disruption of the Company’s operations. All information and records obtained by Buyer pursuant to this Agreement shall be maintained as confidential prior to the Closing and shall not be used by the Buyer except for the purposes of the transaction contemplated in this Agreement nor disclosed to any third party prior to the Closing without the prior written consent of the Shareholder, except (a) in response to legal process, (b) to the extent required to comply with applicable Law, or (c) to the extent disclosed to any bank, finance company or other lender or investor in connection with the financing of the transactions contemplated by this Agreement. Buyer shall not be obligated to maintain as confidential any information which is publicly available, readily available from public sources, known to Buyer at the time the information was disclosed or which was rightly obtained from a third party.
Buyer’s Due Diligence Investigation. Subject to the provisions of this Agreement, Buyer shall have the right to conduct or cause to be conducted during (i) the that period ending at 5:00 PM on the 25th day following execution in full of this Agreement (the “Phase I Contingency period”), with reputable companies and at Buyer’s sole cost and expense, such investigations, inspections and studies of the Premises, and such reviews of title, plans, specifications, permits, approvals, and other documents, as Buyer deems necessary or desirable; and (ii) the that period commencing on the later of (a) the 25th day following execution in full of this Agreement, and (b) the day on which Buyer receives a copy of the Leases, and ending at 5:00 PM on the fifth (5th) busines days following such applicable commencement date (the “Phase II Contingency period”), such review of the Leases, as Buyer deems necessary or desirable. Notwithstanding the foregoing, prior to the performance of any environmental review of the Premises, Buyer shall notify Seller in writing as to the identity of the company or persons who shall perform such review, and, if the review includes testing, the proposed scope of such testing, and shall first obtain the prior written approval of Seller prior to the performance of any environmental review of the Premises, which approval shall not be unreasonably withheld, denied or delayed by Seller and shall, in all events, be granted or denied within two (2) business days after receipt by Seller of a request for approval from Buyer. In addition to the above, Buyer may, subject to the provisions below, access the Premises for the purpose of: (i) performing an appraisal; (ii) showing the Premises to potential investors or lenders; and (iii) conducting a final inspection within 48 hours prior to the Closing to ensure that the Premises conform to the provisions of this Agreement. Buyer, its officers, directors, employees, agents, contractors, consultants and other representatives (collectively, “Buyer’s Related Parties”), may enter upon the Premises and shall take all reasonable precautions to minimize the impact on the Premises of any such investigations, inspections, studies and reviews. Buyer shall, immediately after any entry, restore the Premises, at Buyer’s sole cost, to the condition which existed immediately prior thereto, including, but not limited to, replacing paving and landscaping. Buyer and Buyer’s Related Parties, after performing any environmental review of the Premises, shall not no...
Buyer’s Due Diligence Investigation. Confidentiality. Between the date of this Agreement and the Closing Date, the Company and the Selling Shareholders shall (a) permit Buyer and its authorized representatives to have reasonable access to the facilities and offices of the Company during normal business hours, to observe the operations of the Company, to meet with the officers and employees of the Company, to contact the customers, prospects and suppliers of the Company, and to audit, examine and copy the files, books and records and other documents and papers of the Company, and (b) provide to Buyer and its authorized representatives all information concerning the business, Assets and financial condition of the Company that Buyer reasonably requests. Buyer will not reveal any confidential data and/or information supplied by the Company except to its management, counsel, accountants, insurance representatives, investment and commercial bankers and like agents, for purposes relating to the evaluation and consummation of the transactions contemplated by this Agreement, and in the event the transactions contemplated by this Agreement are not consummated, such data and information will be returned to the Company and, regardless of whether the Transactions are consummated, will be held confidential by those to whom it is disclosed. In addition, the parties acknowledge that the information being provided to one another in connection with the Transactions contemplated hereunder is subject to the terms and conditions of that certain undated Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), the terms of which are incorporated herein by reference.
Buyer’s Due Diligence Investigation
