Due Diligence by Purchaser. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Target Business and the operations, assets, Liabilities and financial condition of the Target Companies in making the determination to proceed with the transactions contemplated by the Transaction Documents and has relied solely on the results of its own independent investigation and the representations and warranties in Article III in connection with the Target Companies and the subject matter of this Agreement. Purchaser has, among other things, had full access to the Virtual Data Room and received Parent's Disclosure Letter. Purchaser has also received certain projections and other forecasts, including projected financial statements, cash flow items, capital expenditure budgets and certain business plan information, and acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts and, accordingly, it is not relying on them, (ii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts, (iii) Purchaser has no claim under this Agreement against anyone with respect to the accuracy of such projections and forecasts and (iv) Parent has made no representation or warranty with respect to such projections and forecasts. The representations and warranties of Parent in Article III constitute the sole and exclusive representations and warranties of Parent to Purchaser in connection with the transactions contemplated by this Agreement, and Purchaser understands, acknowledges and agrees that, except as set forth in Article III, all other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or Liabilities of the Target Companies or the quality, quantity or condition of the assets of the Target Companies) are specifically disclaimed by Parent. Purchaser hereby waives any other warranty or representation, in each case, express or implied, as to the quality, merchantability, fitness for a particular purpose or condition of the Target Companies or any part thereof.
Due Diligence by Purchaser. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Company and the operations, assets, Liabilities and financial condition of the Company in making the determination to proceed with the transactions contemplated by this Agreement and the Transition Services Agreement and has relied solely on the results of its own independent investigation and the representations and warranties in Article 4 and Article 5 in connection with the Company and the subject matter of this Agreement.
Due Diligence by Purchaser. Purchaser acknowledges that, prior to the date of this Agreement, Purchaser and its counsel, accountants and other advisors and representatives have been given the opportunity to carry out and consider the results of a due diligence investigation of the Business, including by way of reviewing the Data Room and attending management presentations by senior executives of the Acquired Companies. Purchaser agrees that, to the Purchaser’s Knowledge, as of the date of this Agreement, there are no facts, circumstances or matters that, either alone or taken together, constitute a breach by Sellers of any of their representations and warranties set out in Section 5 hereof that would result in a claim or claims that are reasonably likely to meet or exceed the Substantiated Claims Amount. This Section 7.11 shall only operate for purposes of establishing the Purchaser’s Knowledge, as per the date of this Agreement, in relation to a breach by the Sellers of their warranties and representation set out in Section 5 that would result in a claim or claims that are likely to meet or exceed the Substantiated Claims Amount. The Sellers shall not be entitled to xxx the Purchaser for a breach of this Section 7.11. For the avoidance of doubt, the Sellers shall only be entitled to use this Section 7.11 as a defence in relation to any claims made by the Purchaser.
Due Diligence by Purchaser. Purchaser acknowledges that it has conducted an independent investigation of the business, operations, assets, liabilities and financial condition of the Corporations. In making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation and the representations and warranties in Article 5 (including the related portions of the Schedules) and set forth elsewhere in this Agreement. Purchaser hereby recognizes and agrees that such representations and warranties and Seller’s performance of its obligations hereunder constitute the complete extent of what it considered to be determinant, decisive and material in the decision to proceed with the transactions contemplated by this Agreement.
Due Diligence by Purchaser. The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the business, operations, Assets, liabilities and financial condition of the Purchased Corporations and, in making the determination to proceed with the transactions contemplated by the Agreement, has relied solely on the results of its own independent investigation and the representations and warranties in Article 3.
Due Diligence by Purchaser. The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Purchased Assets and, in making the determination to proceed with the Closing, has relied solely on the results of its own independent investigation and the representations and warranties expressly set out in Article 3.
Due Diligence by Purchaser. The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Company and the Subsidiaries and the nature and condition of their respective properties and assets and, in making the determination to proceed with the Transactions, has relied solely on the results of its own independent investigation and the representations, warranties, conditions and statements in Schedule B.
Due Diligence by Purchaser. Purchaser is a sophisticated and experienced purchaser and owner of properties similar to the Rental Properties and acknowledges that, unless this Agreement is terminated prior to the end of the Diligence Period, effective at the end of the Diligence Period (i) it will have conducted to its satisfaction independent investigations, inspections and analyses of the Assets (including the Rental Properties) that Purchaser has deemed necessary and appropriate, including the financial condition, results of operations, assets, liabilities, properties, Taxes and projected operations thereof, (ii) it and its Representatives will have been provided with adequate access to such information, documents and other materials related to the foregoing as deemed necessary to enable it to form such independent judgment, (iii) it and its Representatives will have had such time as deemed necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) it and its Representatives will have been provided an opportunity to ask questions of Sellers with respect to such information, documents and other materials and has received satisfactory answers to such questions. Except and solely to the extent of the representations and warranties set forth in Article II, none of Sellers (or any of their Affiliates) have made any representation or warranty either expressed or implied as to the accuracy or completeness of any information regarding the Assets (including the Rental Properties), Sellers or the transactions contemplated hereby furnished or made available to Purchaser and its Representatives.
Due Diligence by Purchaser. Promptly after execution of this Agreement, the Seller, Xxxxx and Divine shall provide the Purchaser, and its engineers, accountants, attorneys, agents and representatives with:
a) unaudited financial statements for Xxxxx and Divine (which include a balance sheet, statement of income and expenses, and statement of cash flows) for the years ended December 31, 1995, and December 31, 1994, and for the six months ended June 30, 1996;
b) copies of any liens, claims, encumbrances or lease agreements affecting the assets of Xxxxx or Divine;
c) access to all corporate books and records of Xxxxx and Divine on reasonable notice during normal business hours;
d) access to all other books and records of Xxxxx and Divine on reasonable notice during normal business hours;
e) access to inspect all physical locations at which Xxxxx and Divine conduct business on reasonable notice during normal business hours. The Purchaser shall have the right until November 30, 1996 to terminate this Agreement in the event its due diligence indicates that the Seller has materially breached any of the representations and warranties contained in paragraph 9 of this Agreement.
Due Diligence by Purchaser. 10.1 Due Diligence Period. Purchaser shall have thirty (30) calendar days from the Effective Date (the “Due Diligence Period”) to conduct, at its own cost and expense, a due diligence inspection of the Property, including engineering tests, a review of the financial, legal and physical condition of the Property and the like, and a review of all applicable laws, regulations and ordinances, which may include a non-invasive environmental assessment of the Property (“Inspections”). Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property, or use, consult or engage a LSRP in connection with the performance of any Inspections (or the review of the results thereof) to be performed by Purchaser under this Section 10.1. Purchaser, or Purchaser’s agent, shall maintain at all times during the Due Diligence Period, general liability insurance in an amount not less than $2,000,000 with Seller being named as an “Additional Insured” with respect to the Property, and, upon request of Seller, will provide Seller with written evidence of same. Purchaser shall be responsible for any damage caused as a result of its Inspections. This obligation shall survive termination of this Agreement and the Closing.
