Disclosure; Investigation Sample Clauses

Disclosure; Investigation. Buyer acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, except as (and solely to the extent) specifically set forth in this Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Disclosure; Investigation. (a) Buyer acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to, and except as set forth in this Agreement, (i) the nature, quality or condition (financial or otherwise) of the Business, the assets of the Transferred Companies and the Transferred Assets, or the Assumed Liabilities, including, without limitation, the related title conditions and the environmental conditions existing thereon; (ii) the suitability of the Transferred Assets or the assets of the Transferred Companies for any and all activities and uses that Buyer may conduct therewith or thereon; (iii) the compliance of or by the Transferred Assets or the assets of the Transferred Companies or their operation with any past, existing or future laws, rules, ordinances or regulations of any applicable Governmental Authority (including, without limitation, Environmental Laws); (iv) the manner or quality of the construction or materials, if any, incorporated into the Transferred Assets or the assets of the Transferred Companies; (v) the manner, quality, state of repair or lack of repair of the Transferred Assets or the assets of the Transferred Companies; (vi) the physical condition of the Transferred Assets or the assets of the Transferred Companies; or (vii) any other matter whether relating to the Transferred Assets, the Transferred Companies, the Assumed Liabilities, the Business or otherwise. Buyer acknowledges and agrees that, Seller makes no representations or warranties regarding any estimates, projections, plans or budgets or similar information furnished to Buyer by or on behalf of Seller and the Seller Subsidiaries, including without limitation the information referred to in (i) the Project Big Top Investment Opportunity materials dated April 2005, (ii) the Global Plastic Closures Group Confidential Information Memorandum dated April 2005 and (iii) the Management Presentation dated May 2005 previously provided to Buyer. EXCEPT AS (AND SOLELY TO THE EXTENT) SET FORTH IN THIS AGREEMENT, (1) SELLER HEREBY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER WHETHER EXPRESS, IMPLIED OR OTHERWISE REGARDING THE TITLE, HABITABILITY, MERCHANTABILITY, MAR...
Sample 1
Disclosure; Investigation. Buyer acknowledges and agrees that Sellers have not made, do not make and specifically negate and disclaim any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, except as (and solely to the extent) specifically set forth in this Agreement and the Ancillary Agreements. Buyer acknowledges and agrees that Sellers make no representations or warranties regarding the future performance of the Business, or any estimates, projections, plans or budgets or similar information furnished to Buyer by or on behalf of Sellers, including any such information made available to Buyer and its representatives in “data rooms” (virtual or physical) or referred to in (1) the Confidential Information Memorandum dated October 2014 and previously delivered to Buyer or its Affiliates or (2) the management presentations made to Buyer or its Affiliates. SELLERS HEREBY DISCLAIM, EXCEPT AS (AND SOLELY TO THE EXTENT) SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER REGARDING THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, OR PROFITABILITY OF THE BUSINESS ASSETS.
Sample 1Sample 2
Disclosure; Investigation. Parent and Purchaser acknowledge and agree that the Company has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to, except as (and solely to the extent) specifically set forth in this Agreement: (i) the nature, quality or condition (financial or otherwise) of the business of the Company or the assets of the Company; (ii) the suitability of the assets of the Company for any and all activities and uses that Parent may conduct therewith or thereon; (iii) the compliance of or by the Company or its operations with any past, existing or future laws, rules, ordinances or regulations of any applicable Governmental Authority; (iv) the manner or quality of the construction or materials, if any, incorporated into the assets of the Company; (v) the manner, quality, state of repair or lack of repair of the assets of the Company; and (vi) any other matter with respect to the physical or other condition of the assets of the Company. Parent and Purchaser acknowledge and agree that the Company makes no representations or warranties regarding the future performance of the Company, or any estimates, projections, plans or budgets or similar information furnished to Parent by or on behalf of the Company, including the information referred to in the Confidential Information Memorandum and the XOS Technologies, Inc. Consolidated Operating Model provided to Parent. THE COMPANY HEREBY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER WHETHER EXPRESS, IMPLIED OR OTHERWISE REGARDING THE MERCHANTABILITY, MARKETABILITY OR FUTURE PROFITABILITY OF THE BUSINESS OR THE TRANSFERRED ASSETS.
Sample 1
Disclosure; Investigation. BUYERS ACKNOWLEDGE AND AGREE THAT THEY (I) HAVE MADE THEIR OWN INQUIRY AND INVESTIGATION INTO, AND BASED THEREON, HAVE FORMED AN INDEPENDENT JUDGMENT CONCERNING, SELLERS, THE PURCHASED ASSETS, THE BUSINESSES, THE ASSUMED LIABILITIES, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND ANY OTHER ASSETS, RIGHTS, OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND (II) HAVE BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT SELLERS, THE PURCHASED ASSETS, THE BUSINESSES, THE ASSUMED LIABILITIES, AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO AS BUYERS OR ANY OF THEIR REPRESENTATIVES HAVE REQUESTED. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLERS IN THIS AGREEMENT: (I) BUYERS ACKNOWLEDGE AND AGREE THAT SELLERS ARE NOT MAKING AND HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT LAW OR EQUITY; WHETHER WITH RESPECT TO THE PURCHASED ASSETS, THE BUSINESSES, SELLERS, SELLERS’ AFFILIATES, OR ANY OF THEIR RESPECTIVE BUSINESSES, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR CONDITION (FINANCIAL OR OTHERWISE), OR WITH RESPECT TO THE SUITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY PURCHASED ASSETS, THE NATURE OR EXTENT OF ANY LIABILITIES, THE PROSPECTS OF THE BUSINESSES, THE EFFECTIVENESS OR THE 261874275.v7 36 SUCCESS OF ANY OPERATIONS, THE ACCURACY, OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION, MEMORANDA, DOCUMENTS, PROJECTIONS, FORECASTS, MATERIAL, OR OTHER INFORMATION (FINANCIAL OR OTHERWISE AND WHETHER COMMUNICATED ORALLY OR IN WRITING) PROVIDED OR MADE AVAILABLE TO BUYERS OR ANY AFFILIATE OR REPRESENTATIVE THEREOF, INCLUDING IN ANY “DATA ROOMS”, “VIRTUAL DATA ROOMS”, OR MANAGEMENT PRESENTATIONS; (II) BUYERS SPECIFICALLY ACKNOWLEDGE THAT THEY ARE NOT RELYING UPON, NOR HAVE THEY RELIED UPON, ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON (INCLUDING PARENT, A SELLER, ANY OF ITS OR THEIR AFFILIATES OR ANY OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF SELLERS OR ANY OF THEIR AFFILIATES), AND BUYERS ACKNOWLEDGE AND AGREE THAT SELLERS HAVE SPECIFICALLY DISCLAIMED AND DO HEREBY SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATION OR WARRANTY; AND (III) BUYERS ACKNOWLEDGE AND AGREE THAT THEY ARE ACQUIRING THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES IN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, SUBJECT ONLY TO THE SPECIFIC REPRESENTATIONS AND WARRANTIES ...
Sample 1

Related to Disclosure; Investigation

  • Environmental Investigation (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedules, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Background Investigation The BOARD is prohibited from knowingly employing a person who has been convicted of committing or attempting to commit certain criminal offenses. If the required criminal background investigation is not completed at the time this Contract is signed, and the subsequent investigation report reveals that there has been a prohibited conviction, this Contract shall immediately become null and void.

  • Site Investigation Developer has made a careful investigation of the Site and is familiar with the requirements of the Contract Documents and has accepted the readily observable, existing conditions of the Site.

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities. 2. A department head shall be responsible for ensuring that all allegations of misconduct or other complaints against an employee on which any action is to be taken or a record is to be made shall be investigated. The investigator shall be allowed to interview the complainant prior to notifying the employee.

  • Grievance Investigation The Employer agrees to supply to the Union the names of all applicants for a vacancy, or new position in the course of a grievance investigation.

  • Compliance Investigations Upon City’s request, Contractor agrees to provide to City, within sixty calendar days, a truthful and complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used in the past five years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by Contractor for each subcontract or supply contract. Contractor further agrees to fully cooperate in any investigation conducted by City pursuant to City's Nondiscrimination in Contracting Ordinance. Contractor understands and agrees that violation of this clause shall be considered a material breach of the Contract and may result in Contract termination, debarment, and other sanctions.

  • Grievance Investigations Where an employee has asked or is obliged to be represented by the Institute in relation to the presentation of a grievance and an employee acting on behalf of the Institute wishes to discuss the grievance with that employee, the employee and the representative of the employee will, where operational requirements permit, be given reasonable leave with pay for this purpose when the discussion takes place in the headquarters area of such employee and leave without pay when it takes place outside the headquarters area of such employee.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!