Common use of Inspections of Seller’s Disclosures Clause in Contracts

Inspections of Seller’s Disclosures. Subject to the Due Diligence Deadline and the Title Cure Deadline (if applicable), Purchaser and its representatives, consultants, and contractors shall at all times before Closing have the privilege, opportunity, and right to inspect, review, investigate, examine, and inquire further about any and all of the Tangible Property, Intangible Property, and any other information or documentation provided by Seller that pertain to or are associated with the Property, including, without limitation, those conformed copies of those documents, instruments, and other items specified or generally described on Exhibit “C” attached hereto (collectively, the “Seller’s Disclosures”). Seller represents, warrants, covenants, and certifies to Purchaser that the Seller’s Disclosures, upon delivery, will be complete and consist of everything that is in Seller’s possession, however, Seller does not warrant or make any representation to Purchaser regarding the truthfulness or accuracy of any of the Seller’s Disclosures that were not prepared or produced by Seller. Seller agrees, within five (5) business days after the Effective Date, to furnish and deliver to Purchaser and its legal counsel, two (2) complete hard copies of the Seller’s Disclosures and one (1) complete electronic copy of the Seller’s Disclosures (delivered in portable document format (PDF)) and to certify in writing to Purchaser concurrently with such delivery that to the best of Seller’s knowledge, information, and belief Seller has delivered each and every item of the Seller’s Disclosures to the extent such item is in Seller’s possession. Seller will hold Purchaser harmless from and against any claim, damage, expense, or liability suffered by Purchaser with respect to any claim made against Purchaser as a result of any breach of Seller’s obligations under this Section 2.2, provided that, without expanding by implication the scope of the foregoing covenant, the foregoing agreement to hold harmless shall not apply to any loss, cost, damage, expense, or liability arising out of or related to Purchaser’s negligence or willful misconduct.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Polarityte, Inc.)

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Inspections of Seller’s Disclosures. Subject to the Due Diligence Deadline and the Title Cure Deadline (if applicable), Purchaser and its representatives, consultants, and contractors shall at all times before Closing have the privilege, opportunity, and right to inspect, review, investigate, examine, and inquire further about any and all of the Tangible Property, Intangible Property, Property and any other information or documentation provided by Seller that pertain to or are associated with the Property, including, without limitation, those conformed copies of those documents, instruments, and other items specified or generally described on Exhibit “C” attached hereto (collectively, the “Seller’s Disclosures”). Seller represents, warrants, covenants, and certifies to Purchaser that the Seller’s Disclosures, upon delivery, will be complete and consist of everything that is in Seller’s possession, however, Seller does not warrant or make any representation to Purchaser regarding the truthfulness or accuracy of any of the Seller’s Disclosures that were not prepared or produced by Seller. Seller agrees, within five (5) business days after the Effective Date, to furnish and deliver to Purchaser and its legal counsel, two (2) complete hard copies of the Seller’s Disclosures and one (1) complete electronic copy of the Seller’s Disclosures (delivered in portable document format (PDF)) and to certify in writing to Purchaser concurrently with such delivery that to the best of Seller’s knowledge, information, and belief Seller has delivered each and every item of the Seller’s Disclosures to the extent such item is in Seller’s possession. Seller will hold Purchaser harmless from and against any claim, damage, expense, or liability suffered by Purchaser with respect to any claim made against Purchaser as a result of any breach of Seller’s obligations under this Section 2.2, provided that, without expanding by implication the scope of the foregoing covenant, the foregoing agreement to hold harmless shall not apply to any loss, cost, damage, expense, or liability arising out of or related to Purchaser’s negligence or willful misconduct.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Polarityte, Inc.), Purchase and Sale Agreement (Polarityte, Inc.)

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Inspections of Seller’s Disclosures. Subject to the Due Diligence Deadline and the Title Cure Deadline (if applicable), Purchaser and its representatives, consultants, and contractors shall at all times before Closing have the privilege, opportunity, and right to inspect, review, investigate, examine, and inquire further about any and all of the Tangible Property, Intangible Property, and any other information or documentation provided by Seller that pertain to or are associated with the Property, including, without limitation, those conformed copies of those documents, instruments, and other items specified or generally described on Exhibit “C” attached hereto (collectively, the “Seller’s Disclosures”). Seller represents, warrants, covenants, and certifies to Purchaser that the Seller’s Disclosures, upon delivery, will be complete and consist of everything that is in Seller’s possession, however, Seller does not warrant or make any representation to Purchaser regarding the truthfulness or accuracy of any of the Seller’s Disclosures that were not prepared or produced by Seller. Seller agrees, within five (5) business days after the Effective Date, to furnish and deliver to Purchaser and its legal counsel, two four (24) complete complete-hard copies and to establish of an electronic drop box of the Seller’s Disclosures and one (1) complete electronic copy of the Seller’s Disclosures (delivered in portable document format (PDF)) and to certify in writing to Purchaser concurrently with such delivery that to the best of Seller’s knowledge, information, and belief Seller has delivered each and every item of the Seller’s Disclosures to the extent such item is in Seller’s possession. Seller will hold In the event Purchaser harmless from and against any claimdoes not close, damage, expense, or liability suffered by Purchaser with respect to any claim made against Purchaser as a result all four (4) copies of any breach of the aforementioned Seller’s obligations under this Section 2.2, provided that, without expanding by implication the scope disclosure material shall be returned to Seller within fifteen (15) days of the foregoing covenant, the foregoing agreement to hold harmless shall not apply to any loss, cost, damage, expense, or liability arising out of or related to Purchaser’s negligence or willful misconductSeller demand for return.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vegalab, Inc.)

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