Due Diligence by Buyer. Until the Closing, ATI and Singer will fully cooperate with reasonable requests made by Buyer, and its representatives to enable them to conduct due diligence of ATI.
Due Diligence by Buyer. Buyer acknowledges that (a) it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties, projected operations, workforce and affairs of the business of the Companies and the business conducted by U.S. Seller and Mexico Seller with the U.S. Assets and the Mexico Assets (including the Mexico Assumed Liabilities and the U.S. Assumed Liabilities) and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely on the results of its own independent investigation and this Agreement, including the representations and warranties of the Sellers set forth in Article II, as qualified and limited by the Sellers’ Disclosure Schedule, (b) such representations and warranties, as so qualified and limited, constitute the sole and exclusive representations and warranties of the Seller Parties to Buyer in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, and the Seller Parties are not making and disclaim, and Buyer waives, any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement and the Ancillary Agreements, including any implied warranties as to condition, merchantability, fitness for a particular purpose or suitability, as to any of the U.S. Assets or the Mexico Assets or the assets of the Companies, (c) the Buyer Parties have not relied and will not rely on, and will not make any claims against the Seller Parties with respect to the subject matter of this Agreement based on, any representations or warranties other than those set forth in this Agreement, as qualified and limited by the Sellers’ Disclosure Schedule, and the Ancillary Agreements and (d) Buyer takes (to the extent otherwise conveyed by this Agreement) the business of the Companies, the business conducted by U.S. Seller and Mexico Seller with the U.S. Assets and the Mexico Assets and the U.S. Assets and the Mexico Assets as-is and where-is (subject to the benefit of the representations and warranties set forth in Article II, as qualified and limited by the Sellers’ Disclosure Schedule). Except in the case of fraud, Buyer acknowledges that none of the Sellers nor any other Person will have or be subject to any liability to any Buyer Party or any other Person resulting from the distribution to the Buyer Parties or the Buyer Parties’ use of any information regarding the busi...
Due Diligence by Buyer. Until the Closing, GLAR and CG will fully cooperate with reasonable requests made by Buyer and its representatives to enable them to conduct due diligence of GLAR.
Due Diligence by Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Corporation and the Subsidiaries and the nature and condition of their respective Assets and, in making the determination to proceed with the transactions contemplated by this Agreement, has relied solely on the results of such investigation and the representations and warranties in Section 3.1 as well as the Seller's covenants set out in Section 5 and the Buyer's Conditions in Section 6, and, except to the extent specifically set forth in Section 3.1.
Due Diligence by Buyer. Except, only, as may be extended in accordance with the provisions of Section
Due Diligence by Buyer. Buyer understands that it is responsible for its own due diligence for every aspect or prospective aspect of this transaction, except the matters represented, warranted or certified in Sections 5, 6 and 7; and Buyer acknowledges that it is acquiring an interest in Lomacasi (indirectly, by acquiring the LRI Shares), and Lomacasi, being the sole asset of the Partnership, is acquired "as is, where is."
Due Diligence by Buyer. The City and Blue Water acknowledge and agree that Buyer will have a period of thirty (30) days after the date of execution of this Agreement to obtain title reports and complete other real estate due diligence (subject to Section 7.02, excluding environmental reports) in connection with the Leases. In the event Buyer discovers any such issue that will, or could reasonably be expected to, result in a material adverse effect on the value or operation of the Telecom System after the Closing, Buyer shall provide the City with reasonable notice of the discovery of such issue, and the City agrees to remedy such issue to Buyer’s reasonable satisfaction prior to the Closing.
Due Diligence by Buyer. Upon execution of this Agreement, Buyer shall have the right to enter the Pennyrile Mine Complex to conduct on-site due diligence inspection and evaluation of the Purchased Assets and the Assumed Liabilities, and Sellers shall provide the Buyer with complete access to the Pennyrile Mine Complex and copies of the Records related to the Purchased Assets and Assumed Liabilities and access to officers of Sellers to answer questions respecting the Purchased Assets and Assumed Liabilities.
(a) The Buyer may send a written objection (a “Due Diligence Objection”) to the Sellers within 30 days of the execution of this Agreement (the “Due Diligence Objection Deadline”) in the event that Buyer determines, as a result of its due diligence investigation, that the fair market value of the Purchased Assets is less than $7,114,000 and/or the estimated costs of satisfying all obligations associated with the Assumed Liabilities exceed $2,200,000. A Due Diligence Objection shall provide the Buyer’s calculation of the fair market value of the Purchased Assets and estimated cost of satisfying all obligations associated with the Assumed Liabilities along with such back-up material as Buyer shall determine is helpful in evaluating the value of the Purchased Assets and cost of the Assumed Liabilities. If applicable, a Due Diligence Objection shall identify any Equipment that is listed on Schedule 2.01(a)(ii) which is not located at the Pennyrile Mine Complex, and any Equipment which is located at the Pennyrile Mine Complex but which is not operable in its current condition or is materially damaged.
(b) Upon receipt of a Due Diligence Objection, the Sellers may either, at their option, (i) agree to reduce the Purchase Price by the aggregate of (A) the amount by which Buyer’s calculation of the fair market value of the Purchased Assets is less than $7,114,000 and (B) the amount by which Buyer’s estimate of the cost of satisfying all obligations associated with the Assumed Liabilities exceed $2,200,000, or (ii) dispute the Buyer’s calculations and estimates.
(c) In the event the Sellers dispute the Buyer’s calculations and estimates, the Parties shall have 15 days to meet in an attempt to mutually agree upon a resolution of Buyer’s Due Diligence Objection. If the parties are unable to arrive at a mutually acceptable resolution of Buyer’s Due Diligence Objection, the Parties shall engage Jxxx X. Xxxx Company to determine the fair market value of the Purchased Assets and/or the cost o...
Due Diligence by Buyer. Within fifteen (15) calendar days of the date of this Agreement (the “Fifteen Day Period”) the Company shall provide to Buyer all material documents, agreements, and other information in connection with Company’s Representations and Warranties. If the Company fails to provide such documentation within the Fifteen Day Period, Buyer may terminate this Agreement without penalty. Buyer may terminate the Agreement without penalty during Buyer’s diligence period, which is for a period of thirty (30) calendar days of the date of this Agreement (“Buyer’s Diligence Period”) if Buyer uncovers information that, should the share exchange take place, would have a material adverse effect on Buyer’s business. If Buyer terminates the Agreement during the Buyer’s Diligence Period after uncovering information that, should the share exchange take place, would have a material adverse effect on Buyer’s business, then the Sellers’ and the Company shall be obligated to pay Buyer all costs and expenses incurred by Buyer in connection with the Company’s Audited Financial Statements.
Due Diligence by Buyer. Until the Closing, NPS and Seller will fully cooperate with reasonable requests made by Buyer, and its representatives to enable them to conduct due diligence of NPS.
