Investigation and Evaluation. Purchaser and Parent acknowledge that (a) they are experienced in the operation of the type of business conducted by the Company, and (b) they and their directors, officers, attorneys, accountants and advisors have been given a full opportunity to examine the books, records and other information with respect to the Company and ask questions of the Company.
Investigation and Evaluation. Purchaser acknowledges that (a) Purchaser is experienced in the operation and/or evaluation of the type of business conducted by the Company and the Subsidiaries, (b) Purchaser and its directors, officers, attorneys, accountants and advisors, have been given the opportunity to examine to the full extent deemed necessary and desirable to Purchaser all Records and other information with respect to the Company, the Subsidiaries, the Shares, the Business and the Company Assets, (c) Purchaser has taken, and hereby takes, full responsibility for determining the scope of its investigations of the Company, the Subsidiaries, the Shares, the Business and the Company Assets and the manner in which such investigations have been conducted, and has examined the Company, the Subsidiaries, the Shares, the Business and the Company Assets to its full satisfaction, (d) Purchaser is fully capable of evaluating the adequacy and accuracy of the information obtained by Purchaser in the course of such investigations, and (e) Purchaser has not relied, and will not rely, on Seller, the Company, the Subsidiaries, or any of their respective officers, directors, employees, agents and advisors, with respect to any matter in connection with the Purchaser's evaluation of the Company, the Subsidiaries, the Shares, the Business and the Company Assets, including the information in the Confidential Memorandum provided to Purchaser in July 2003, other than the representations and warranties of Seller specifically set forth in this Agreement.
Investigation and Evaluation. The Buyer acknowledges that (a) the Buyer and its directors, officers, attorneys, accountants, and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by the Buyer all books, records, and other information with respect to each Target Company and its business, assets, and liabilities, and (b) the Buyer has taken full responsibility for determining the scope of its investigations of each Target Company and its business, assets, and liabilities, and for the manner in which such investigations have been conducted, and has examined each Target Company and its business, assets, and liabilities to the Buyer’s full satisfaction. No investigation made heretofore by the Buyer or its agents shall in any way limit or affect the representations, warranties, covenants and indemnities of the Company and the Sellers hereunder.
Investigation and Evaluation. Buyer acknowledges and agrees that (a) Buyer is fully capable of evaluating the adequacy and accuracy of the information and material obtained by Buyer in the course of such investigations, and (b) Buyer has not relied on Seller or Parent with respect to any matter in connection with Buyer’s evaluation of the Contemplated Business, the Purchased Assets, and the Assumed Liabilities, other than the representations and warranties of Seller specifically set forth in Section 4.
Investigation and Evaluation. Execution of this Agreement shall constitute the Buyer's representation that the Buyer has requested and been provided with the opportunity to review and examine originals or copies of such documents of or relating to the Business and the Transferred Assets and the transactions contemplated by this Agreement as the Buyer has deemed necessary or desirable to evaluate the merits of purchasing the Transferred Assets and assuming the Assumed Liabilities and the Buyer has made its determination to do so solely based upon its own analysis. The Buyer understands and agrees that the Seller makes and has made no representations in connection with the purchase and transfer by the Buyer of the Transferred Assets and Assumed Liabilities other than those expressly contained herein, which have been relied upon by the Buyer in entering into this Agreement.
Investigation and Evaluation. Under the Restoration Agreement and the Klamath Basin Water Supply Enhancement Act, Reclamation will continue to evaluate opportunities to increase storage opportunities in the Upper Klamath Basin. Opportunities for increased storage could include on-stream, off-stream, or groundwater storage. Reclamation has completed the Klamath Basin Water Supply Investigation alternatives report and will continue, in coordination with the Parties, to evaluate opportunities with the potential to improve surface water supply conditions in the Upper Klamath Basin.
Investigation and Evaluation. From the date of this Agreement until the Closing Date, the Sellers (and, in the case of TLG Nevada, Xxxxxx) shall, and shall cause the Acquired Companies and the Acquired Subsidiaries to (a) during reasonable hours and under reasonable circumstances, give the Buyer Parties and their employees, accountants and other Representatives access to all premises, properties, books, records, financial information, Contracts, documents, employees, personnel, agents or other Representatives of the Acquired Companies and the Acquired Subsidiaries, (b) furnish to the Buyer Parties and their Representatives such financial, operating, marketing, employee, legal, regulatory and environmental related data and other information relating to the Acquiring Companies and the Acquired Subsidiaries as the Buyer Parties reasonably may request, and (c) promptly following the request thereof by the Buyer Parties, seek to arrange such meetings and telephone conferences with employees or other Representatives of the Acquired Companies and the Acquired Subsidiaries; provided, that such meetings and telephone conferences shall be conducted in a manner that would not be expected to adversely interfere with the operations or business relationships of the Acquired Companies or the Seller Parties with such Persons. Without the prior written consent of the Sellers, none of the Buyer Parties or any of their respective Subsidiaries, Representatives or Affiliates may contact any vendor, suppliers, contractors or customers of the Acquired Companies or the Acquired Subsidiaries in connection with this Transaction (for the avoidance of doubt, the Buyer Parties and their respective Subsidiaries, Representatives and Affiliates may continue to contact such vendors, suppliers, contractors and customers in the ordinary course of business and consistent with past practice). The Seller Parties shall, and shall cause the Acquired Companies and the Acquired Subsidiaries to, fully cooperate with the conduct of due diligence by the Buyer Parties and their Representatives.
Investigation and Evaluation. The Purchasers acknowledge that: (a) the Purchasers are experienced in the operation of the type of business conducted by Xxxxx, (b) the Purchasers and their directors, officers, employees, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by the Purchasers all books, records and other information with respect to the Business, the Assets and the Assumed Liabilities, (c) the Purchasers have taken full responsibility for determining the scope of their investigations of the Business, the Assets and the Assumed Liabilities, and for the manner in which such investigations have been conducted, and have examined the Business, the Assets and the Assumed Liabilities to the Purchasers' full satisfaction, (d) the Purchasers are fully capable of evaluating the adequacy and accuracy of the information and material obtained by the Purchasers in the course of such investigations, (e) the Purchasers have not relied on the Sellers with respect to any matter in connection with the Purchasers' evaluation of the Business, the Assets and the Assumed Liabilities, other than the representations and warranties of the Sellers specifically set forth in Article 3 hereof, and (f) the Sellers are making no representations or warranties, express or implied, of any nature whatever with respect to the Business, the Assets or the Assumed Liabilities, other than the representations and warranties of the Sellers specifically set forth in Article 3 hereof.
Investigation and Evaluation. The Seller acknowledges that:
(i) the Seller has such knowledge and experience in financial and business matters and regarding the type of businesses conducted by the Company and each of its subsidiaries as to enable the Seller to evaluate the merits and risks of a sale of the Shares and Warrants to the Company and to make an informed decision with respect thereto;
(ii) the Seller is aware that the Company is currently considering strategic alternatives that may be available to it, including a merger, sale, joint venture or other comparable transaction (a “Transaction”) and that the Purchase Price may be less than the possible consideration that the Seller might obtain for the Shares and the Warrants in connection with such a Transaction;
(iii) the Seller and its directors, officers, employees, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by the Seller all information with respect to the Company and each of its subsidiaries and any potential Transaction as requested by the Seller;
(iv) the Seller has taken full responsibility for determining the scope of its investigations of the Company and each of its subsidiaries and for the manner in which such investigations have been conducted, and has examined the Company and each of its subsidiaries to the Seller’s full satisfaction;
(v) the Seller is fully capable of evaluating the adequacy and accuracy of the information and material obtained by the Seller in the course of such investigations;
(vi) the Seller has not relied on the Company or any of the Company’s subsidiaries with respect to any matter in connection with the Seller’s evaluation of the Company and each of its subsidiaries and any potential Transaction, other than the representations and warranties of the Company specifically set forth in Section 2.2 of this Agreement; and
(vii) the Seller has evaluated its options and has determined in its business judgment to sell the Shares and Warrants upon the terms and conditions set forth in this Agreement in lieu of any consideration that it may otherwise receive in a Transaction.
Investigation and Evaluation. Buyer acknowledges that: (i) ---------------------------- Buyer is experienced in the operation of the type of businesses conducted by the Company and each Subsidiary; (ii) Buyer and its directors, officers, employees, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by Buyer all books, records and other information with respect to the Company and each Subsidiary;
