Common use of Effect of Due Diligence and Related Matters Clause in Contracts

Effect of Due Diligence and Related Matters. (a) Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and has conducted its own independent review and evaluation of the Purchased Property. Accordingly, Buyer covenants and agrees that (i) except for the representations and warranties set forth in this Agreement, Buyer has not relied and will not rely upon any document or written or oral information furnished to or discovered by it or its representatives, including any financial data, (ii) there are no representations or warranties by or on behalf of Seller or its Affiliates or representatives except for those expressly set forth in this Agreement, and (iii) to the fullest extent permitted by law, Buyer's rights and obligations with respect to all of the foregoing matters will be solely as set forth in this Agreement. (b) Upon the Closing, Buyer shall be deemed to have waived any claim with respect to a breach of any representation, warranty, covenant or obligation of Seller, or any failure of a condition, hereunder of which Buyer had knowledge; provided that Buyer shall be deemed to have knowledge of the information made available to Buyer and/or its representatives during its review of the Purchased Property prior to the date of this Agreement, which information is contained in the Due Diligence Documents. (c) After the date of this Agreement and prior to the Closing Date, Buyer shall promptly notify Seller if Buyer obtains knowledge of any actual breach of any representation, warranty, covenant or obligation of Seller or any actual or prospective failure of a condition, hereunder of which Buyer obtains knowledge. Failure to provide timely notice shall be deemed to constitute a waiver of any claim with respect to such breach.

Effect of Due Diligence and Related Matters. (a) Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and has conducted its own independent review and evaluation of the Purchased Property. Accordingly, Buyer covenants and agrees that (i) except for the representations and warranties set forth in this Agreement, Buyer has not relied and will not rely upon any duty to disclose or any document or written or oral information furnished to or discovered by it or its representatives, including any financial data, (ii) there are no representations or warranties warranties, express or implied, statutory or otherwise, by or on behalf of Seller or its Affiliates or representatives except for those expressly set forth in this Agreement, and (iii) to the fullest extent permitted by law, Buyer's rights and obligations with respect to all of the foregoing matters will be solely as set forth in this Agreement. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to Seller or any of its officers, directors, employees or representatives. (b) Upon the Closing, Buyer shall be deemed to have waived any claim with respect to a breach of any representation, warranty, covenant or obligation of Seller, or any failure of a condition, hereunder of which Buyer had knowledgeactual knowledge on or prior to the date hereof; provided that Buyer shall be deemed to have actual knowledge on or prior to the date hereof of the information made available to Buyer and/or its representatives during its review of the Purchased Property prior to the date of this AgreementBuyer's due diligence review, and which information is contained in the Due Diligence DocumentsMaterials. (c) After the date of this Agreement and prior to the Closing Date, Buyer shall promptly notify Seller if Buyer obtains actual knowledge of any actual or prospective breach of any representation, warranty, covenant or obligation of Seller Seller, or any actual or prospective failure of a condition, hereunder of which Buyer obtains actual knowledge. Failure to provide timely notice of any such breach of which Buyer obtains actual knowledge after the date hereof shall be deemed to constitute a waiver of any claim with respect to such breach.

Effect of Due Diligence and Related Matters. (a) Buyer represents acknowledges that it is a sophisticated entity that was advised by knowledgeable legal counsel and financial advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and has conducted its own independent review and evaluation of the Purchased Transferred Business. (b) Buyer acknowledges that (i) the Properties and Transferred Business have at some time been used for the storage, distribution or processing of petroleum products, oils and fuels or other chemical substances, contaminants, pollutants, substances or materials which may still be present at, in, upon, under or emanating from each Property. Accordingly; and (ii) the vast majority of the retail, commercial and industrial, and terminal sites that have comprised the Transferred Business have not undergone physical environmental site assessments by Sellers, their Affiliates, or their respective consultants, and environmental remediation or cleanup may be required with respect to such Properties and those Properties that have undergone physical environmental site assessments by Sellers, their Affiliates, or their respective consultants. (c) Buyer acknowledges that (i) it relies at its own risk on the contents of any report, plan and/or other written material and/or information either disclosed to it (in the Data Room or otherwise) and/or orally communicated to it by Sellers or any other Person as to any Environmental Condition related to the Transferred Business or Properties, and (ii) except to the extent expressly provided in Sections 3.2.5 and 3.2.14(b), Sellers make no representations whatsoever as to the accuracy, completeness or reliability of any such environmental information as prepared by third parties, whether obtained from Seller or another source, nor as to any such environmental information prepared by Sellers or their Affiliates in reliance upon information from third parties. (d) Buyer covenants and agrees that (i) except for the representations and warranties set forth in this Agreement, Buyer has not relied and will not rely upon any document or written or oral information furnished to or discovered by it or its representatives, including any financial data, (ii) there are no representations or warranties by or on behalf of Seller or its any of Sellers, their Affiliates or their representatives in respect of the subject matter of this Agreement except for those expressly set forth in this Agreement, Agreement and the Ancillary Agreements. (iiie) Except to the fullest extent permitted expressly provided in Sections 3.2.5 and 3.2.14(b), neither Sellers, nor the Companies, nor any Affiliate of Sellers make any representations or warranties (i) as to any Environmental Condition relating to the past, current or future facilities, properties or operations of the Companies, their Subsidiaries or their Affiliates (or their respective predecessors), including any such matter arising under Environmental Law, any analogous Law or any other applicable Law, nor shall the representations and warranties contained in this Agreement be construed to do so, or (ii) as to the physical state or condition of any of the facilities associated with the Transferred Business, including any property and equipment used in the marketing and sales of hydrocarbon products nor shall the representations and warranties contained in this Agreement be construed to do so (all of which are, for the avoidance of doubt, but without prejudice to its rights under this Agreement or any of the Ancillary Agreements, to be acquired by lawBuyer on an “AS IS, Buyer's WHERE IS, AND WITH ALL FAULTS” basis). (f) Nothing in this Section 10.10 eliminates or reduces any right expressly provided to Buyer in this Agreement; provided, however, it is acknowledged that the only rights and obligations of any kind provided to Buyer hereunder with respect to all of the foregoing Environmental matters will be solely as set forth are stated in this AgreementSections 3.2.5 and 3.2.14(b). (b) Upon the Closing, Buyer shall be deemed to have waived any claim with respect to a breach of any representation, warranty, covenant or obligation of Seller, or any failure of a condition, hereunder of which Buyer had knowledge; provided that Buyer shall be deemed to have knowledge of the information made available to Buyer and/or its representatives during its review of the Purchased Property prior to the date of this Agreement, which information is contained in the Due Diligence Documents. (c) After the date of this Agreement and prior to the Closing Date, Buyer shall promptly notify Seller if Buyer obtains knowledge of any actual breach of any representation, warranty, covenant or obligation of Seller or any actual or prospective failure of a condition, hereunder of which Buyer obtains knowledge. Failure to provide timely notice shall be deemed to constitute a waiver of any claim with respect to such breach.

Effect of Due Diligence and Related Matters. (a) Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel counsel, environmental consultants and financial advisors and, to the extent it deemed necessary, other advisors in connection with this Agreement and has by the Closing Date will have conducted its own independent review review, evaluation and evaluation inspection of the Purchased PropertyAcquired Assets and Assumed Liabilities. Accordingly, Buyer covenants and agrees that (i) except for the representations and warranties set forth in this AgreementAgreement and the Disclosure Schedule and any other written communication signed and delivered by an executive officer of Seller, Buyer has and Buyer Affiliates have not relied and will not rely upon any document or written or oral information furnished to it by or on behalf of Seller or its Affiliates or discovered by it or its representativesrepresentatives in a review of Seller's or Seller Affiliates' records, including including, without limitation, any financial statements or data, provided that nothing stated aforesaid shall prevent Buyer and Buyer Affiliates from using any document or written record of Seller or Seller Affiliates in connection with verification of a representation or warranty in this Agreement, (ii) there are no representations or warranties by or on behalf of Seller or its Affiliates or representatives except for those expressly set forth in this Agreement and the Disclosure Schedule and any other written agreement entered into with Seller or any of its Affiliates with Buyer in connection with this Agreement, and (iii) to the fullest extent permitted by law, Buyer's and Buyer Affiliates' rights and obligations with respect to all of the foregoing matters will be solely as set forth in this AgreementAgreement or in such other written agreements. (b) Upon the Closing, Buyer shall be deemed to have waived any claim with respect to a breach of any representation, warranty, covenant or obligation of Seller, or any failure of a condition, hereunder of which Buyer had knowledge; provided that Buyer shall be deemed to have knowledge of the information made available to Buyer and/or its representatives during its review of the Purchased Property prior to the date of this Agreement, which information is contained in the Due Diligence Documents. (c) After the date of this Agreement and prior to the Closing Date, Buyer shall promptly notify Seller if Buyer obtains knowledge of any actual breach of any representation, warranty, covenant or obligation of Seller or any actual or prospective failure of a condition, hereunder of which Buyer obtains knowledge. Failure to provide timely notice shall be deemed to constitute a waiver of any claim with respect to such breach.