Buyer’s Investigations. As of the expiration of the Contingency Period, Buyer will have examined and inspected the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer further acknowledges, represents, warrants and agrees that:
(i) Buyer will review all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, without limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, contracts, warranties and guarantees relating to the Property or the busthess conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer;
(ii) Buyer will review all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and
(iii) Buyer is an experienced and sophisticated purchaser of properties such as the Property and Buyer will, at its own cost and expense, make its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same are satisfactory to Buyer.
Buyer’s Investigations. Buyer, either independently or through agents, representatives or consultants selected by it, may conduct all commercially reasonable inspections, investigations, tests, analyses and evaluations of the Property as Buyer deems necessary or otherwise appropriate, at Buyer’s sole cost and expense in accordance with Section 4.4.
Buyer’s Investigations. (a) Prior to the Effective Date, Seller has delivered to Buyer, or made available to Buyer by diligence website or other electronic means to which Buyer has been given access, the Seller Deliveries. Seller will have no obligation to deliver or disclose to Buyer any of Seller’s attorney-client privileged materials, appraisals, internal memoranda, or internal evaluations of the Property. Except as may be otherwise expressly set forth in this Agreement or the other instruments to be delivered by Seller at or prior to any Closing, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of, or conclusions drawn in the information contained in the Seller Deliveries or any other Diligence Materials. As of the Effective Date, Buyer has conclusively determined its satisfaction with any investigations of the Property and Buyer is deemed to have reviewed, accepted, and approved of the entirety of the Property.
(b) If this Agreement is terminated for any reason, Xxxxx will promptly return to Seller all Diligence Materials delivered to Buyer in physical form in connection with the Property, if any.
Buyer’s Investigations. Up to the Closing Date, HEDRA shall allow Xxxxx and Buyer’s agents access to the Property without charge and at all times for the purpose of Buyer’s investigation and testing of the Property, including surveying and testing of soil and groundwater (“Buyer’s Investigations”); provided, however, Buyer shall not perform any invasive testing unless
(a) HEDRA gives its prior written approval of Xxxxx’s consultant that will perform the testing, which approval shall not be unreasonably withheld, conditioned or delayed, and (b) Buyer gives HEDRA reasonable prior notice of such testing. HEDRA shall have the right to accompany Xxxxx during any of Buyer’s Investigations of the Property. Buyer shall provide to HEDRA copies of all third-party, non-confidential written test results and reports conducted as part of Buyer’ Investigations. Except as otherwise provided herein, Xxxxx agrees to pay all of the costs and expenses associated with Xxxxx’s Investigations, to cause to be released any lien on the Property arising as a result of Buyer’s Investigations and to repair and restore, at Buyer’ expense, any damage to the Property caused by Xxxxx’s Investigations. Buyer shall indemnify and hold HEDRA and the Property harmless from all costs and liabilities, including, but not limited to, reasonable attorneys’ fees, arising from Buyer’ Investigations. The indemnification obligations provided herein shall survive the termination or cancellation of this Agreement. If this Agreement is terminated based upon any environmental condition as herein provided, and HEDRA requests, Buyer shall give HEDRA copies of any and all environmental reports obtained by Buyer, if any.
Buyer’s Investigations. Buyer and/or Parent, at its expense, may make such evaluations, inspections and investigations with respect to the Business and the Assets as Buyer may desire, provided that such evaluations, inspections and investigations shall not unreasonably interfere with the operations of the Company. The Company shall make available to all authorized representatives of Buyer free and full access, during normal business hours and upon reasonable notice, to the Assets and all records of the Company materially or exclusively related to the Business. Buyer and Parent shall keep all information it obtains as a result of such access confidential and shall use the same only for the purposes of effectuating the Contemplated Transactions.
Buyer’s Investigations. (a) During the Diligence Period, Buyer will conduct such commercially reasonable, non-invasive investigations, studies or tests of the Property as Buyer deems necessary to determine whether Buyer desires to complete the acquisition of the Property. Buyer, in its sole and absolute discretion and for any reason or no reason whatsoever, may reject the Property by giving written notice of termination to Seller (the “Termination Notice”) prior to the expiration of the Diligence Period. If Buyer timely gives a Termination Notice, Escrow Agent will return the Deposit to Buyer and this Agreement and the rights and obligations of the Parties under this Agreement will terminate, except for Obligations Surviving Termination. Alternately, Buyer may accept the Property by giving written notice of acceptance to Seller and Escrow Agent (the “Acceptance Notice”) prior to the expiration of the Diligence Period. If Buyer timely delivers an Acceptance Notice, or fails to deliver either a Termination Notice or an Acceptance Notice prior to the expiration of the Diligence Period, Buyer will be deemed to have accepted the Property, the Deposit will become nonrefundable to Buyer (other than as expressly set forth in this Agreement), and this Agreement will continue in effect subject to the other provisions hereof. Buyer acknowledges and agrees that Buyer will have the opportunity during the Diligence Period to inspect and investigate all aspects of the Property to Buyer’s satisfaction. Subject to the other provisions of this Agreement, the failure of Buyer to deliver a Termination Notice prior to the expiration of the Diligence Period will constitute a waiver by Buyer of its right to terminate this Agreement pursuant to this Section 2.1(a).
(b) Seller has previously delivered to Buyer, or made available to Buyer by diligence website or other electronic means to which Buyer has been given access, the Seller Deliveries, and Seller will deliver or make available to Buyer such other information concerning the Property as Buyer may reasonably request in writing to the extent the same is in Seller’s possession or control. Notwithstanding the foregoing, Seller will have no obligation to deliver or disclose to Buyer any of Seller’s attorney-client privileged materials, appraisals, internal memoranda, or internal evaluations of the Property or any part thereof. Except as may be otherwise expressly set forth in this Agreement or in the Closing Documents, Seller makes no representations or...
Buyer’s Investigations. 12.1 Prior to the Signing Date, the Buyer and the Buyer's Representatives have been provided with access to a virtual data room (the “Virtual Data Room”) prepared by the Seller containing the documentation in relation to the Company listed in Schedule 12.1 (the “Due Diligence Documentation”). Further, the Company’s management has made presentations of the Company and its activities to the Buyer and its Representatives who have been permitted to ask questions to the Company’s management and Representatives, minutes of such sessions forming part of the Due Diligence Documentation.
Buyer’s Investigations. Buyer is satisfied with Buyer's investigations and inspections with respect to the Property and this transaction. Without limiting the foregoing, Buyer will have the right to determine, in its sole discretion, that the purchase and resale of the Property will not violate any of the terms and conditions of any note, loan agreement or other indebtedness of Buyer or require Buyer to make any payments under any such indebtedness and that this transaction will not result in any material economic effect or risk to Buyer. In that regard, for a period ending at 5:00 o'clock p.m. (Phoenix time) on February 19 2001 (the "Feasibility Period"), Buyer will have the absolute right to cancel this Agreement for any reason whatsoever, in Buyer's sole and absolute discretion. However, until Buyer cancels, Buyer will proceed in good faith with Buyer's preliminary investigatory steps with respect to this transaction. Unless Buyer gives written notice of cancellation prior to the expiration of the Feasibility Period, then Buyer will be deemed to have elected not to cancel the Agreement under this provision.
Buyer’s Investigations. Buyer, at its expense, may make such evaluations, inspections and investigations with respect to the Frozen Food Business and the Assets as Buyer may desire provided that such evaluations, inspections and investigations shall not unreasonably interfere with the operations of the Frozen Food Business and the Assets are protected from material loss or damage. Seller shall make available to all authorized representatives of Buyer, free and full access, during normal business hours and upon reasonable notice, to the Assets and all records of Seller. Buyer shall keep all information it obtains as a result of such access confidential and shall only use the same for the purposes of effectuating the transactions contemplated by this Agreement (including obtaining the financing necessary to purchase the Assets and operate the Frozen Food Business). Seller consents to Buyer's disclosure of confidential information to Buyer's Lenders and any other existing or prospective lenders of Buyer and its Affiliates.
Buyer’s Investigations. Buyer is satisfied with Buyer's investigations and inspections of the Property and this transaction, including, without limitation, with Buyer's review of all Due Diligence Materials (other than the Title Report and Survey), and with the results of Buyer's physical inspection of the Property, including all electrical, plumbing, mechanical, heating and air conditioning equipment and all furnishings, furniture, equipment, appliances, and personal property to be conveyed to Buyer under this Agreement. In that regard, for a period ending at 5:00 o'clock p.m. (local time) on the date that is thirty (30) days after the Opening Date (the "DUE DILIGENCE PERIOD"), Buyer will have the absolute right to cancel this Agreement for any reason whatsoever, in Buyer's sole and absolute discretion. However, until Buyer cancels, Buyer will proceed in good faith with Buyer's preliminary investigatory steps with respect to this transaction. Unless Buyer gives written notice of cancellation prior to the expiration of the above-described time period, then Buyer will be deemed to have elected not to cancel the Agreement under this provision
