Buyer’s Independent Investigation. (a) By Buyer electing to proceed under Section 2.2, Buyer will be deemed to have acknowledged and agreed that it has been given a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation:
(1) All matters relating to title and survey, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes.
(2) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property and within each tenant space therein, the structure, seismic aspects of the Property, the foundation, roof, paving, parking facilities, utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of Hazardous Materials, as defined below, which shall be performed or arranged by Buyer (subject to the provisions of Section 9.3 hereof) at Buyer’s sole expense. For purposes of this Agreement, “Hazardous Materials” shall mean inflammable explosives, radioactive materials, asbestos, asbestos–containing materials, polychlorinated biphenyls, lead, lead-based paint, radon, under and/or above ground tanks, hazardous materials, hazardous wastes, hazardous substances, oil, or related materials, which are listed or regulated in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), the California Hazardous Waste Control Law (California Health and Safety Code Section 25100, et seq.), the Xxxxxx-Cologne Water Quality Control Act (California Water Code Section 13000, et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health and Safety Code Section 25249.5, et seq.) and any other applicable federal, state or local laws (collectively, “Environmental Laws”).
Buyer’s Independent Investigation. (a) Buyer acknowledges and agrees that it has been given a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation:
(i) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes.
(ii) The physical condition of the Property, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of Hazardous Materials (as defined below), which shall be performed or arranged by Buyer, at Buyer’s sole expense.
(iii) Any easements and/or access rights affecting the Property.
(iv) The tenant leases and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent.
(v) The service contracts and other contracts or agreements of significance to the Property (the “Contracts”).
(vi) All other matters of material significance affecting the Property.
(b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLE...
Buyer’s Independent Investigation. Buyer and its Representatives have undertaken an independent investigation and verification of the Company Assets and the business, operations, and financial condition of the Company. Except for the representations and warranties made by Seller and the Company in this Agreement, Buyer acknowledges that there are no representations or warranties, express or implied, as to the Company Assets or the condition (financial or otherwise), assets, liabilities, operations, business or prospects of the Company.
Buyer’s Independent Investigation. (a) Buyer hereby acknowledges that it has been given the full opportunity prior to the Effective Date to inspect and investigate all aspects relating to the Property, the Interests and the Due Diligence Materials, either independently or through agents, representatives or experts of Buyer’s choosing, as Buyer considered necessary or appropriate (including, without limitation, those listed below). Except as otherwise expressly provided in this Agreement, (i) Buyer is acquiring the Interests and the Property based exclusively on such independent investigation and Sellers’ representations and warranties set forth herein, and (ii) except as provided in this Agreement, Buyer shall have no right to terminate this Agreement based upon additional information it may discover as a result of further investigations of the Interests, the Property or the Due Diligence Materials. Subject to the terms and conditions of this Agreement, the funding of the Deposit by Buyer shall conclusively constitute Buyer’s approval of each and every aspect of the Interests and the Property. Such independent investigation by Buyer prior to the Effective Date included the following items, which Buyer examined and investigated to its full satisfaction all facts, circumstances and matters relating to the Interests and the Property, or otherwise relevant to its purchase of the foregoing, including:
(i) all matters relating to title to the Property;
(ii) all matters relating to governmental and other legal requirements with respect to the Property, such as Taxes, assessments, zoning, use permit requirements, water use, sewage, concessions and building codes;
(iii) all zoning, land use, water use, building, environmental and other statutes, rules, or regulations applicable to the Property;
(iv) all documents, corporate or otherwise, and matters relating to the Subsidiaries;
(v) the physical condition of the Real Property, including the interior, the exterior, the square footage of the Improvements, the structure, the roof, the paving, the utilities, and all other physical, structural and functional aspects of the Real Property;
(vi) reports, studies, assessments, investigations and other materials related to the presence of Hazardous Materials at, on or under the Property and the compliance of the Property with all Environmental Laws, including environmental assessment reports;
(vii) any easements and/or access rights affecting the Property;
(viii) the Existing Leases with respect to the Real P...
Buyer’s Independent Investigation. Buyer has been given, or will have before the end of the Due Diligence Period, a full opportunity to inspect and investigate each and every aspect of the Property Buyer deems necessary and proper to evaluate the transactions contemplated herein, either independently or through agents of Buyer’s choosing, including, without limitation:
(a) All matters relating to title and the Property, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes;
(b) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property and within each tenant space therein, the structure, the paving, the utilities, and all other physical and functional aspects of the Property, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at Buyer’s sole expense;
(c) Any easements and/or access rights affecting the Property;
(d) The Leases and all matters in connection therewith, including, without limitation, the ability of the Tenants to pay Rent;
(e) The Contracts, the Licenses and Permits, and any other material documents or agreements affecting the Property; and
(f) All other matters of material significance affecting the Property or delivered or made available to Buyer by Seller in accordance with Article 3 of this Agreement.
(g) THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND BUYER, THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND BUYER, AND BUYER HAS CONDUCTED OR WILL CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 6.1 AND SECTION 9.6 OF THIS AGREEMENT AND IN THE ANCILLARY AGREEMENTS (THE “EXPRESS SELLER REPRESENTATIONS”), BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND BUYER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE OTHER THAN THE EXPRESS SELLER REPRESENTATIONS, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER TO BUYER AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY BUYER WITH RESPEC...
Buyer’s Independent Investigation a. Buyer acknowledges that it has been given a full opportunity to inspect and investigate each and every aspect of the Real Property, either independently or through agents of Buyer’s choosing, including, without limitation:
i. All matters relating to title, together will all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes.
ii. The physical condition of the Real Property, including, without limitation, the presence or absence of Hazardous Materials (as defined below), and all other physical and functional aspects of the Easement Areas. For the purposes hereof, “Hazardous Materials” shall mean any substance, chemical, waste or other material which is listed, defined or otherwise identified as “hazardous” or “toxic” under any federal, state, local or administrative agency ordinance or law, or any material that because of its quantity, concentration, or physical or chemical characteristics, poses a significant, present or potential hazard to human health or safety or to the environment if released into the environment, or any regulation, order, rule or requirement adopted hereunder, as well as formaldehyde, urea, polychlorinated biphenyls, petroleum, petroleum product or by-product, crude oil, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel or mixture thereof, radon, asbestos, and “source,” “special nuclear” and “by-product” material as defined in the Atomic Energy Act of 1985, 42 U.S.C. §§3011 et sea.
iii. Any easements and/or access rights affecting the Real Property.
iv. All other matters of material significance affecting the Real Property.
b. BUYER SPECIFICALLY ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE REAL PROPERTY ON AN ‘AS IS WITH ALL FAULTS’ BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WIHTOUT LIMITATION:
i. The quality, nature, adequacy and physical condition of the Real Property.
ii. The qualify, nature, adequacy and physical condition of soils, geology and any groundwater of the Real Property.
iii. The existence, quality, nature, adequacy and physical condition of utilities serving the Real Property.
iv. The development potential of the Real Property, and the Real Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of...
Buyer’s Independent Investigation. 7.2.1 Buyer has been given, or will be given before the end of the Due Diligence Period, a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer's choosing, including, without limitation:
(a) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes;
(b) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property and within each tenant space therein, the structure, the paving, the utilities, and all other physical and functional aspects of the Property, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at Buyer's sole expense;
(c) Any easements and/or access rights affecting the Property;
(d) The Leases and all matters in connection therewith, including, without limitation, the ability of the Tenants to pay Rent;
(e) The Contracts, the Licenses and Permits, the Commission Agreements and any other documents or agreements of significance affecting the Property; and
(f) All other matters of material significance affecting the Property or delivered to Buyer by Seller in accordance with ARTICLE 3 of this Agreement.
Buyer’s Independent Investigation. In entering into this Agreement, Buyer has relied solely on Seller’s express representations and warranties set forth herein and in the closing certificate delivered by Seller pursuant to Section 10.2(c) and in the other Transaction Documents (including the special warranty of title set forth in the Assignment Agreements), Buyer’s own expertise, and Buyer’s Representatives as to the Assets and Assumed Obligations, and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, Seller or any Representatives of Seller. Buyer acknowledges and affirms that (a) it has completed such independent investigation, verification, analysis, and evaluation of the Assets and Assumed Obligations and has made all such reviews and inspections of the Assets and Assumed Obligations as it has deemed necessary or appropriate to enter into this Agreement and (b) at Closing, Buyer shall have completed, or caused to be completed, its independent investigation, verification, analysis, and evaluation of the Assets and Assumed Obligations and made all such reviews and inspections of the Assets and Assumed Obligations as Buyer has deemed necessary or appropriate to consummate the transaction contemplated hereby. Except for the representations and warranties expressly made by Seller in Article 4 and the closing certificate to be delivered by Seller pursuant to Section 10.2(c) and in the other Transaction Documents (including the special warranty of title set forth in the Assignment Agreements), Buyer acknowledges that neither Seller nor any of its Representatives has made, and Buyer has not relied on, any representations or warranties, express or implied, as to the Assets or Assumed Obligations.
Buyer’s Independent Investigation. 8.2.1 Buyer has been given, or will be given before the end of the Due Diligence Period, a full opportunity to inspect and investigate the Property and the Cowboys Ownership Interests, either independently or through agents of Buyer’s choosing, including, without limitation:
(a) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes;
(b) The physical condition and aspects of the Property and Cowboys Golf Club, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property, the structures, the paving, the utilities, and all other physical and functional aspects of the Property and Cowboys Golf Club, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at Buyer’s sole expense;
(c) Any easements and/or access rights affecting the Property;
(d) The Contracts, the Licenses and Permits, the Cowboys Contracts and any other documents or agreements of significance affecting the Property or the Cowboys Ownership Interests; and
(e) All other matters of material significance affecting the Property or the Cowboys Ownership Interests or delivered to Buyer by Seller in accordance with Article 4 of this Agreement.
Buyer’s Independent Investigation. 7.2.1 Buyer has been given, or will be given before the end of the Due Diligence Period, a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation:
(a) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes;
(b) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property and within each tenant space therein, the structure, the paving, the utilities, and all other physical and functional aspects of the Property, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at Buyer’s sole expense;
(c) Any easements and/or access rights affecting the Property;
(d) The Leases and all matters in connection therewith, including, without limitation, the ability of the Tenant to pay Rent;
(e) The Contracts, the Licenses and Permits, and any other documents or agreements affecting the Property which are delivered by Seller or obtained by Buyer hereunder; and
(f) All other matters of material significance affecting the Property or delivered to Buyer by Seller in accordance with Article 3 of this Agreement.
