Buyer’s Investigation. Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the Company and Spardee's Realty. Except for the environmental investigations described in Section 6.9 below, Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, and Buyer acknowledges that the Seller Parties and the Company Group have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company Group for this purpose. To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in entering this Agreement, in acquiring the Shares and in consummating the other transactions contemplated herein, Buyer has relied solely upon its own investigation and analysis and, to the extent expressly permitted by this Agreement, the representations and warranties contained in this Agreement, and that none of the Seller Parties and the Company Group (and any of their respective agents, officers, directors, employees, Affiliates or representatives) has made any representation or warranty as to the Seller Parties, the Company Group, the Shares, this Agreement or the business of the Company Group except as expressly set forth in this Agreement, and Buyer agrees, to the fullest extent permitted by Law, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the Seller Parties (and any of their respective agents, officers, directors, employees, Affiliates or representatives) shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon any information made available or statements made to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives).
Buyer’s Investigation. (i) Except for the express representations and warranties of Seller set forth herein, there are no representations or warranties of any kind whatsoever, express or implied, made by Seller in connection with this Agreement, the purchase of the Property by Buyer, the physical condition of the Property, whether the Property complies with applicable laws, or whether the Property is appropriate for Buyer’s intended use; (ii) On or prior to the end of the Due Diligence Period, Buyer will have (or will have chosen not to have) fully investigated the Property and all matters pertaining thereto; (iii) Except for the express representations and warranties of Seller set forth herein, Buyer is not relying on any statement or representation of Seller, its agents or its representatives; (iv) Buyer, in entering into this Agreement and in completing its purchase of the Property, is relying entirely on its own investigation of the Property; (v) On or prior to the end of the Due Diligence Period, Buyer will be aware (or chosen not to be aware) of all zoning regulations, other governmental requirements, site and physical conditions, and other matters affecting the use and condition of the Property; (vi) Except for the express representations and warranties of Seller set forth herein, Buyer’s decision, on or prior to the end of the Due Diligence Period, of whether to purchase the Property on the terms and conditions hereof shall be made in reliance on Buyer’s review, inspection and investigation of the Property and of materials, documents, information and studies relating to the Property (including, without limitation, Buyer’s Inspections); (vii) Except for the express representations and warranties of Seller set forth herein, Buyer shall purchase the Property in its “AS IS” condition WITH ALL FAULTS as of the date of the Closing and waives and releases all Claims against Seller as a result of the condition or status of the Property; and (viii) Upon Closing, Buyer shall assume the risk that adverse matters, including but not limited to, defects and adverse physical and environmental conditions, may not have been revealed by Buyer’s investigations, and Buyer, upon Closing (except with respect to the express representations, warranties and covenants of Seller set forth in this Agreement), shall be deemed to have waived, relinquished and released the Indemnitees from and against any and all Claims that Buyer might have asserted or alleged against the Indemnitees at any time by r...
Buyer’s Investigation. Seller shall make available to Buyer at all reasonable times all books and records of the business and such other items as may be from time to time requested by Buyer.
Buyer’s Investigation. Buyer hereby acknowledges that to its knowledge, Buyer and its Representatives have been (a) given access to the premises, properties, books, contracts and records of the Company and (b) furnished with all additional financial and operational data and other information concerning the Company’s assets as Buyer and its Representatives have requested in connection with Buyer’s determination to enter into this Agreement.
Buyer’s Investigation. Buyer’s reasonable satisfaction with the results of Buyer’s due diligence investigation including but not limited to
Buyer’s Investigation. Xxxxx represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and hereby acknowledges that it has conducted an investigation of the Purchased Assets. Notwithstanding anything in this Agreement to the contrary, Xxxxx acknowledges that it is accepting the Purchased Assets in their present condition and locations and with their present operating capabilities. Buyer acknowledges that Seller makes no warranty, express or implied, as to the condition of the Purchased Assets except as expressly set forth in this Agreement. Buyer has not relied upon, and Seller shall not be liable for or bound in any manner by, any express or implied verbal or written information, warranties, guarantees, promises, statements, inducements, representations or opinions pertaining to the Business or the Purchased Assets, except as may be contained in this Agreement. Buyer has inspected, or waived its right to inspect, the Purchased Assets for all purposes and satisfied itself as to their condition. Buyer is relying solely upon its own inspection of the Purchased Assets, and Buyer shall accept all of the same in their “as is,” “where is,” condition. Buyer acknowledges that the representations and warranties of Seller contained in this Agreement constitute the sole and exclusive representations and warranties of Seller to Buyer in connection with this Agreement and the Contemplated Transactions, and Xxxxx acknowledges that all other representations and warranties are specifically disclaimed and may not be relied upon or serve as a basis for a claim against Seller or its Affiliates.
Buyer’s Investigation. Buyer is an experienced developer. Prior to Close of Escrow Buyers hall have inspected the Property, and shall have formulated its own opinion as to the feasibility of developing the Property, and in deciding whether or not to purchase the Property. Except as specifically set forth in this Agreement, Buyer is relying on its own investigation and is not relying on any representations and warranties of Seller.
Buyer’s Investigation. Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and hereby acknowledges that it has conducted an investigation of the physical plant of the System which investigation included evaluation of the condition and performance of such physical plant. Buyer acknowledges that Seller makes no warranty, express or implied, as to the condition of the Acquired Assets except as expressly set forth: (i) in this Agreement; (ii) in the Ancillary Agreements; or (iii) in instruments or certificates delivered by Seller at the Closing. Buyer has not relied upon, and Seller shall not be liable for or bound in any manner by, any express or implied verbal or written information, warranties, guarantees, promises, statements, inducements, representations or opinions pertaining to the System or the Acquired Assets, except as may be contained in this Agreement, the Ancillary Agreements and the instruments and certificates delivered by Seller hereunder.
Buyer’s Investigation. Between the date of this Agreement and the Closing Date, the Company will (i) give Buyer and its authorized representatives (including lenders, legal counsel and accountants) access to all officers, employees, independent accountants, attorneys and any other advisors or contractors of the Company, all offices, warehouses and other facilities and property of the Company's business and all of the Company's books and records, including without limitation, financial statements, tax returns and Contracts, (ii) permit Buyer and its authorized representatives to make such inspections thereof as Buyer may require, and (iii) furnish Buyer and its representatives and advisers with such financial and operating data and other information with respect to the business and properties of the Company's business as Buyer may from time to time request; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business.
Buyer’s Investigation. Buyer shall have Sixty (60) days or sooner after the Effective Date (the “Property Review Period”) to conduct feasibility studies at Buyer’s sole cost. Seller shall provide the Due Diligence Materials described in Section 3 above. Buyer shall have the right to enter upon the Property with Buyer’s representatives and agents for the purpose of further examining and investigating the Property, provided that (i) prior to entry, Buyer shall have delivered to Seller a certificate of insurance naming Seller as an additional insured, evidencing that Buyer maintains commercial general liability insurance in a sum of not less than One Million Dollars ($1,000,000.00), and specifically identifying the Property as a location covered by such insurance; (ii) Buyer has delivered to Seller at least 24 hours’ prior written notice containing the name of Buyer’s representative in charge of the entry and the date and time of the entry; and (iii) no invasive testing shall be conducted without Seller’s prior written approval. Without limiting the primary liability coverage of Buyer set forth in the previous sentence, and for the limited purpose and scope of providing additional coverage for Buyer’s right of entry onto the Property to perform its due diligence investigation during the Property Review Period as described in this Section 8(c), Seller shall name Buyer as an additional insured on Seller’s liability policy on the Property. Buyer shall defend, indemnify, and hold Seller and the Property harmless from and against any and all claims, demands, causes of action, and liability resulting from Buyer’s inspection and testing of the Property; provided, however, such indemnity shall not extend to Buyer’s mere discovery of any pre-existing conditions at the Property. Buyer shall comply with all laws in connection with its entry onto and investigation of the Property, and shall keep the Property free and clear of any liens arising by reason of Buyer’s inspection and tests on the Property. Buyer shall, at its sole expense, restore the Property to its condition existing prior to any testing and examination which it conducts on the Property. The indemnification obligation set forth in this Section 8(c) shall survive the Closing or the termination of this Agreement. In the event Buyer, in Buyer’s sole opinion, deems any items unacceptable within the Property Review Period, Buyer shall so notify Seller in writing on or before the expiration of the Property Review Period. This Agreement...
