Buyers Review. Upon receipt of the Audited Closing Balance Sheet -------------- and the Closing Adjusted Net Worth Schedule, the Buyer and its independent accountants shall have the right during the succeeding 30-day period to examine the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and all books and records used to prepare the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. The Sellers shall use commercially reasonable efforts to cause PricewaterhouseCoopers LLP to provide access to the work papers used to prepare, audit and review the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule and supporting their opinion referred to above, and the Sellers shall provide the Buyer with access to the books and records used in, and employees involved with, the preparation of the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. If the Buyer does not agree that the Closing Adjusted Net Worth has been calculated on the basis set forth in Section 1.2(b), the Buyer shall so notify the Sellers' Representative in writing (such notice, the "Disagreement ------------ Notice") on or before the last day of the 30-day period after delivery to the ------ Buyer of the Audited Closing Balance Sheet and Closing Adjusted Net Worth Schedule, setting forth a specific description of the Buyer's objections and the amount of the adjustment which the Buyer believes should be made to each item of its objection. If the Buyer does not deliver a Disagreement Notice within such 30-day period, the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and the Closing Adjusted Net Worth shall be deemed to have been accepted by Buyer.
Buyers Review. The Buyer shall have completed to its satisfaction a review of the Servicer's billing and collection operations and reporting systems.
Buyers Review. Notice of Closing"), or notice that this Agreement is terminated ("Notice of Termination"). If Buyer fails to give either Notice of Closing or Conditional Notice of Closing by the end of the Review Period, Buyer shall be deemed to have given Notice of Termination. Upon Buyer's giving of Notice of Closing, pursuant to either this paragraph or the following paragraph, or upon Seller's cure of Buyer's objections, as provided in the following paragraph, the Deposit will become nonrefundable, except in the case of Seller's default hereunder. If Buyer gives Conditional Notice of Closing, the Closing shall be postponed as set forth in this paragraph, and Seller shall have until 2 o'clock P.M., Seattle time, on May 30, 1997 ("Seller's Response Date"), to respond to the title objections in Buyer's Conditional Notice of Closing. If Seller agrees to and does correct all title defects set forth in Buyer's Conditional Notice of Closing, Seller shall so notify Buyer, and the Closing shall be held on the tenth day after Seller gives notice to Buyer either that all such defects have been corrected or that they will be corrected at the Closing. If Seller is unwilling or unable to correct to Buyer's satisfaction all such defects (provided that correction of defects objected to in the title commitment or survey may be accomplished either by removing such defects or, with the express consent of Buyer, by arranging for the title insurance policy to insure over such defects; and provided further that Seller may use the Purchase Price or any portion thereof to cure any such defects which may be cured by instruments recorded on the Date of Closing), Seller shall, at any time on or before Seller's Response Date, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed to have notified Buyer that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, on or before the tenth day after Seller's notice, in its sole discretion, either (i) notify Seller that it shall waive said defect(s) and proceed the closing, as set out in section 3 hereof ("Notice of Closing"), in which case the Closing shall be held on the tenth day after Buyer's notice, or (ii) give Notice of Termination, provided that if Buyer fails to give such notice, Buyer shall be deemed to have given Notice of Termination. If any day specified in this paragraph falls on a holiday in King County, Washington, that day shall automatically be continued to the ...
Buyers Review. Buyer shall have the right, subject to the terms and conditions contained in this Agreement, to do such additional document review, testing, inspections and surveys of and relating to the Property as Buyer shall deem necessary or advisable in order to satisfy Buyer with respect to the title, condition, use and potential development of the Property. Buyer may inspect, review and approve the physical condition of the Property and the improvements located thereon, the zoning, land use, and other governmental restrictions and permits affecting the use of the Property, the Title Reports, including copies of all recorded Encumbrances, and agreements, leases and licenses affecting the Property, including the Tenant Leases, Applicable Contracts and Applicable Governmental Authorizations. Without limiting the generality of the foregoing, Buyer, at Buyer’s sole cost and expense, may perform boundary and topographical surveys, archaeological studies, soils tests, percolation tests, hazardous waste tests, engineering studies, geological tests, building and foundation inspections, and other such tests as Buyer deems appropriate, subject to the terms and conditions of this Agreement (including the provisions of Sections 4.5 and 4.6.); provided, however, that Buyer shall give three (3) Business Days’ notice of any such studies or testing and Seller may, for any reason or no reason and in its sole discretion, decline to permit any Phase II Environmental Assessment or any testing that is destructive, unreasonably interferes with the use or occupancy of the Real Property by Seller or any Tenant, or is not permitted by any Tenant Lease, Legal Requirement, Order or Encumbrance; and provided, further, that all the work shall be conducted in a minimally invasive manner and in a culturally and environmentally sensitive and responsible manner so as to minimize the disturbance of any known or unknown burial sites or other historic or archaeological sites or sensitive environmental areas.
Buyers Review. The Buyer will have 45 days following -------------- receipt of Seller's Closing Net Worth Statement from the Seller to review such statement and to determine if, in Buyer's judgment, it has been prepared in accordance with Section 2.04. If, in Buyer's judgment, adjustments are necessary for the Seller's Closing Net Worth Statement to be so prepared, Buyer, within the 45-day period, shall notify Seller in writing of its proposed adjustments, including the amount, nature and basis for the adjustments ("Buyer's Letter"). If the Buyer does not deliver a Buyer's Letter to the Seller within such 45-day period, the Seller's Closing Net Worth Statement shall be determinative of the Closing Net Worth.
Buyers Review. 5.01. Buyer’s Review before Signing this Agreement. ExxonMobil gathered data relating to the Interests and the Property for Buyer’s review before Buyer submitted a bid and signed this Agreement. Buyer must notify ExxonMobil in writing if it wishes to review files or data in addition to those provided, but ExxonMobil’s obligation to provide additional files or data is limited to files and data that are reasonably available to it. ExxonMobil has no obligation to provide access to, and Buyer waives all claims to inspect, ExxonMobil’s interpretive, predictive, confidential, private, proprietary, or privileged information (including personnel records), or information whose dissemination is restricted by agreements between ExxonMobil and third parties. ExxonMobil has no obligation to provide any information to Buyer that is available to the general public, whether in the public records or from a governmental entity or agency on request. By entering into this Agreement, Buyer acknowledges and represents that it has reviewed the Interests and Property to its satisfaction to enable it to make its bid and execute this Agreement and that it may request adjustments to the Allocations and the Base Purchase Price after the Execution Date only for Title Defects, Conditions, and Material Differences, as provided in this Agreement. Buyer has undertaken all appropriate inquiry, to its satisfaction, and has made an informed decision to acquire the Interests on the basis of its own investigations and without reliance on statements or investigations by any other person, including ExxonMobil and its Associated Parties.
Buyers Review. The Buyer shall be fully satisfied in its sole and absolute discretion with the results of its review of, and its other due diligence investigations with respect to, the business, operations, affairs, prospects, properties, assets, existing or potential Liabilities, obligations, profits or condition (financial or otherwise) of the Company.
Buyers Review. 5.01. Buyer's Review before Signing this Agreement. Exxon gathered data relating to SJPC, Formax and the Formax Property for the Buyer to review before submitting a bid and signing this Agreement. The data included files in the possession of Exxon, SJPC, and Formax, concerning the Formax Property (for example, geological, geophysical, production, engineering, and other technical data and records; contract, land, lease, and permit records; and files concerning petroleum, produced water, wastes and other materials that may have leaked, spilled, or been disposed of on-site, with locations, pits and pit closures, burial, landfarming, landspreading, underground injection, and solid waste disposal sites). Buyer must notify Exxon in writing if it wishes to review any additional files or data, but Exxon's obligation to provide additional data is limited to data that are reasonably available to it. Exxon and its Associated Parties have no obligation to provide access to, and Buyer waives any claims to inspect, Exxon's or its Associated Parties' interpretive, predictive, confidential, private, proprietary, or privileged information (including personnel records), or information whose dissemination is restricted by agreements between Exxon or its Associated Parties and third parties. Exxon and its Associated Parties have no obligation to provide any information to Buyer that is available to the general public, whether in the public records or from a governmental entity or agency on request. Buyer represents by entering into this Agreement that it has reviewed the records related to SJPC, Formax, and the Formax Property, and all other relevant records to its satisfaction to enable it to make its bid and execute this Agreement. Buyer may request adjustments to the Base Purchase Price after the Effective Date only for Title Defects, Conditions, and Material Differences, as provided below. Buyer has undertaken all appropriate inquiry, to its satisfaction, and has made an informed decision to acquire all of the outstanding capital stock of SJPC on the basis of its own investigations and without reliance on statements or investigations by any other person, including Exxon and its Associated Parties.
Buyers Review. As soon as practicable after its receipt of the Closing Balance Sheet and the Closing Date Net Book Value Statement, but in any event not more than thirty (30) days thereafter, the Buyer shall: (i) cause Deloitte & Touche, the Buyer's independent certified public accountants ("Buyer's Accountants"), to review the Closing Balance Sheet and the Closing Date Net Book Value Statement and (ii) deliver to the Company's Agent either a notice of acceptance of the Closing Date Net Book Value Statement (a "Notice of Acceptance") or a notice of dispute relating to the Closing Date Net Book Value Statement setting forth in reasonable detail the basis for such dispute (a "Dispute Notice").
Buyers Review. 4.01. Buyer's Review before the Execution Date.
(a) Buyer acknowledges that Shell does not possess, and has not provided Buyer with, any data or materials regarding the Beta Interests. Buyer acknowledges that all data and material that it has reviewed in connection with this transaction have been obtained from third parties other than Shell and its Affiliates.
(b) By entering into this Agreement, Buyer acknowledges and represents that it has reviewed and inspected the Beta Tangible Assets and the Property, in each case to its satisfaction to enable it to submit its offer to purchase the Beta Interests and to execute this Agreement, and that it is not entitled to a reduction in the Purchase Price, indemnification or any other recourse of any kind whatsoever against Shell in the event that title related issues arise after the Execution Date. Buyer has undertaken all appropriate inquiry to its satisfaction, and has made an informed decision to acquire the Beta Interests on the basis of its own investigations and without reliance on statements or investigations by any other Person, including Shell or its Associated Parties.
