Common use of Buyer’s Investigation Clause in Contracts

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. Buyer is an informed and sophisticated purchaser and is of assets similar to the Project and, in connection with the transactions contemplated hereby, has sought the advice of experts who are experienced in the evaluation and purchase of companies such as assets similar to the Company Project. Subject to the provisions of Sections 2.01(a), 5.06 and Spardee's Realty. Except for the environmental investigations described in Section 6.9 below6.01(g), Buyer has undertaken such investigation of the Project and the Purchased Assets as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, Agreement and the transactions contemplated hereby. Buyer acknowledges that the Seller Parties and the Company Group have allowed has provided Buyer with such access as has been reasonably requested by Buyer to the personnel, properties, premises and records Records of Seller and Mill Owner as Buyer has requested, subject to the Company Group for this purposelimitations on certain activities set forth in Section 5.02(d). To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in In entering into this Agreement, in acquiring purchasing the Shares Purchased Assets 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 express representations and warranties contained of Seller set forth in Article 3 of this Agreement, and that none of the neither Seller Parties and the Company Group (and nor Mill Owner nor any of their respective agents, officers, directors, shareholders, employees, Affiliates affiliates, agents or representatives) representatives has made any representation or warranty as to the Seller PartiesSeller, the Company Group, the SharesPurchased Assets, this Agreement or the business of the Company Group Project, except as expressly set forth in this Agreement, and Buyer agrees, to . To the fullest extent permitted by Law, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the neither Seller Parties (and nor Mill Owner nor any of their respective agents, officers, directors, shareholders, employees, Affiliates Affiliates, agents or representatives) representatives shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon for any information made available to, or statements made to to, Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives), other than (x) the express obligation of Seller to indemnify Buyer following the Closing to the extent set forth in Article 10 and Article 10A; (y) pursuant to the Guaranty of New Page Corporation in the form attached hereto and only to the extent executed and delivered to Buyer; and (z) as provided in Section 8.03. Nothing contained in this Section 4.05 shall limit or restrict any of the representations and warranties of Seller contained in this Agreement or any other Ancillary Agreement to be executed and delivered by Seller at the Closing.

Buyer’s Investigation. Buyer is an informed and sophisticated purchaser purchaser, and is has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and Spardee's RealtyFWC. 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, Agreement and the transactions contemplated hereby and Buyer acknowledges that the Seller Parties and the Company Group FWC have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company Group FWC 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 into this Agreement, in acquiring the FWC 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 FWC and the Company Retained Group (and any of their respective agents, officers, directors, employees, Affiliates affiliates or representatives) has made any representation or warranty as to the Seller PartiesSeller, FWC, the Company Group, the FWC Shares, this Agreement or the business of the Company Group Business, except as expressly set forth in this Agreement, and Buyer agrees, agrees to the fullest extent permitted by Lawlaw, that, except as expressly provided for herein or pursuant to the express provisions hereof, that none of FWC and the Seller Parties Retained Group (and any of their respective agents, officers, directors, employees, Affiliates affiliates or representatives) shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates 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 affiliates or representatives).

Buyer’s Investigation. Buyer is an informed and sophisticated purchaser purchaser, and is has engaged expert advisors, experienced in the evaluation and purchase of companies such as GWCI, the Company Subsidiary and Spardee's RealtyTII. 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, Agreement and Buyer acknowledges that the Seller Parties Retained Group Signatories and the Company GWC Group have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company GWC 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 and Amalgamation Sub acknowledge that in entering into this Agreement, in acquiring the Shares GWCI Shares, in consummating the Amalgamation and in consummating the other transactions contemplated herein, Buyer has and Amalgamation Sub have relied solely upon its their 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 GWC Group and the Company Retained Group (and any of their respective agents, officers, directors, employees, Affiliates affiliates or representatives) has made any representation or warranty as to the Seller PartiesRetained Group Signatories, the Company GWC Group, the GWCI Shares, the TII Shares, the Amalgamation, this Agreement or the business of the Company Group Business, except as expressly set forth in this Agreement, and each of Buyer and Amalgamation Sub agrees, to the fullest extent permitted by Lawlaw, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the Seller Parties GWC Group and the Retained Group (and any of their respective agents, officers, directors, employees, Affiliates affiliates or representatives) shall have any liability to Buyer or Amalgamation Sub (or any of its their respective agents, officers, directors, employees, Affiliates affiliates or representatives) on any basis based upon any information made available or statements made to Buyer or Amalgamation Sub (or any of its their respective agents, officers, directors, employees, Affiliates affiliates or representatives).

Buyer’s Investigation. Buyer acknowledges and agrees that it: (i) is knowledgeable about the irrigation business; (ii) has made or prior to the Closing will have made its own inquiry and investigation into, and based thereon has or will have formed an informed independent judgment concerning certain aspects of the Acquired Companies; and sophisticated purchaser (iii) has been or prior to the Closing will have been furnished with or given access to certain of the officers and is experienced in employees of the evaluation Acquired Companies and purchase other information about the Acquired Companies that it has requested. Notwithstanding any right of companies such as Buyer to investigate fully the Company matters contained herein, and Spardee's Realty. Except for the environmental investigations described in Section 6.9 belownotwithstanding SECTION 5.6, Buyer has undertaken such investigation as it has deemed necessary the right to enable it to make an informed rely fully upon the representations, warranties, covenants and intelligent decision with respect to this Agreement, and Buyer acknowledges that the agreements of each 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 the instruments or agreements executed by any Seller pursuant to the terms hereof or in any certificates or other documents delivered pursuant to this Agreement. However, after the Closing Date, Buyer agrees that none it will not assert any claim against Sellers, their Related Persons or representatives, or hold any of such persons liable for any inaccuracies, misstatements or omissions with respect to information concerning the Acquired Companies furnished by Sellers, their Related Persons or representatives unless such inaccuracies, misstatements or omissions (a) constitute a breach of the Seller Parties and the Company Group (and any terms or provisions 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 instruments or agreements executed by Law, that, except as expressly provided for herein or any Seller pursuant to the express provisions terms 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 certificates or other documents delivered pursuant to this Agreement, (b) provide the basis upon which a claim (as referenced in ARTICLE 10) can be asserted by Buyer pursuant to ARTICLE 10, or (c) constitute intentional fraud on the part of its agentsany Seller, officers, directors, employees, Affiliates or representatives(d) on any basis based upon any information made available or statements made arise pursuant to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives)SECTION 1.6.

Buyer’s Investigation. Buyer is is, in conjunction with Buyer's advisors, an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the Company and Spardee's RealtyCompany. 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 and Seller 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 neither the Seller Parties and nor the Company Group (and nor any of their respective agents, officers, directors, employees, Affiliates or representatives) has made any representation or warranty as to the Seller PartiesSeller, the Company GroupCompany, the Shares, this Agreement or the business of the Company Group Business 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 neither the Seller Parties nor the Company (and nor 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. Buyer is an informed and sophisticated purchaser and is of assets similar to the Project and, in connection with the transactions contemplated hereby, has sought the advice of experts who are experienced in the evaluation and purchase of companies such as assets similar to the Company and Spardee's RealtyProject. Except for the environmental investigations described in Section 6.9 below, Buyer has undertaken such investigation of the Companies and the Project as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, Agreement and the transactions contemplated hereby. Buyer acknowledges that the Seller Parties and the Company Group Sellers have allowed provided Buyer with such access as has been reasonably requested by Buyer to the personnel, properties, premises and records Records of the Company Group for this purposeCompanies as Buyer has requested, subject to the limitations on certain activities set forth in Section 5.02(d). To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in In entering into this Agreement, in acquiring purchasing the Shares Interests 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 express representations and warranties contained of Sellers set forth in Article 3 of this Agreement, and that none of the Seller Parties and the Company Group (and neither Sellers nor any of their respective agents, officers, directors, members, managers, employees, Affiliates affiliates, agents or representatives) representatives has made any representation or warranty as to the Seller PartiesSellers, the Company GroupCompanies, this Agreement, the Shares, this Agreement Interests or the business of the Company Group Project, except as expressly set forth in this Agreement, and Buyer agrees, to . 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 neither Sellers nor any of their respective agents, officers, directors, shareholders, employees, Affiliates Affiliates, agents or representatives) representatives shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon for any information made available to, or statements made to to, Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives), other than (a) the express obligation of Sellers to indemnify Buyer following the Closing to the extent set forth in Article 10; and (b) as provided in Section 8.03. Nothing contained in this Section 4.05 shall limit or restrict any of the representations and warranties of Sellers contained in this Agreement.