Investigation of Assets Sample Clauses

Investigation of Assets. Promptly following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Seller (i) shall permit Buyer and its representatives at reasonable times to examine, in Seller’s offices, (x) all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, and similar documents and (y) all environmental reports, assessments and audits, in each case, relating to the Assets insofar as the same are in Seller’s possession and insofar as Seller may do so without (a) violating legal constraints or any legal obligation (provided that, in the case of confidentiality obligations, Seller has used commercially reasonable efforts to obtain any consents associated therewith) or (b) waiving any attorney/client privilege (such limitations described in clauses (a) and (b) being herein collectively called the “Limitations”), (ii) subject to any required consent of any third Person (which Seller shall use commercially reasonable efforts to obtain), shall permit Buyer and its representatives at reasonable times and at Buyer’s sole risk, cost and expense, to conduct, in the presence of Seller’s representatives, reasonable non-environmental related inspections of the Assets and (iii) subject to any required consent of any third Person (which Seller shall use commercially reasonable efforts to obtain), shall permit Buyer, at Buyer’s sole risk, cost and expense, to conduct a Phase I Environmental Site Assessment of the Assets and visual inspections and, subject to the Limitations, record reviews relating to the Assets with respect their condition and compliance with Environmental Laws; provided, however, Buyer shall repair any damage to the Assets resulting from such inspections and Buyer does hereby indemnify and hold harmless the Seller Indemnified Persons from and against any and all Covered Liabilities to the extent arising from Buyer’s inspection of the Assets, REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER INDEMNIFIED PERSON AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION, EXCLUDING, HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PERSON.
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Investigation of Assets. Buyer has utilized its own expertise in evaluating and inspecting the Assets. Buyer is purchasing the Assets based upon Buyer’s own judgment and evaluation. Other than Seller’s covenants and representations made herein, Buyer does not rely upon verbal or written information provided by Seller regarding the Assets and the Assets are being purchased as is, where is, with all faults and without any implied representation of habitability, merchantability, or fitness for any particular purpose.
Sample 1
Investigation of Assets. Prior to the Closing Date, the Vendor will provide access to and will permit the Purchaser or its representatives to make such investigation of the Assets as the Purchaser deems reasonably necessary or advisable to familiarize itself with such matters, and the Vendor shall furnish to the Purchaser during that period all such information as the Purchaser, or its representatives may reasonably request.
Sample 1
Investigation of Assets. During the Due Diligence Period, Buyer shall: (i) make, or arrange for others to make, such inspection and investigation of the Assets and Assumed Liabilities as it deems appropriate; (ii) investigate and have knowledge of operative or proposed laws to which the Assets are or may be subject; (iii) accept the Assets and Assumed Liabilities upon the basis of its review and determination of the applicability and effect of such laws; (iv) have reviewed and evaluated any data room materials or other materials to which access has been provided to Buyer by Unocal under this Agreement; and (v) have made such investigations of the title, condition, status under Environmental Laws, oil and gas laws and any other aspects of the Assets and Assumed Liabilities as may be necessary or appropriate. Buyer agrees that such inspections shall not unreasonably interfere with the business and operations of Unocal, and that such inspections and all such documents shall be subject to the Confidentiality Agreement.
Sample 1
Investigation of Assets. The Bank has made an independent investigation as it deems necessary as to assess the value of the Credit Card Accounts and Credit Card Receivables, and as to all other facts that the Bank deems material to its purchase. The Bank enters into this Agreement solely on the basis of that investigation and its own judgment. Except as set forth in this Agreement, the Bank is not acting in reliance on any representations or warranties by TCSI.
Sample 1
Investigation of Assets. Buyer conducted an investigation into the Assets in connection with the entry into the Farmout Agreement, and since that time has had full access to all Records, and its personnel have had full access to the Clear Creek Natural Gas Unit, both before and after the Operator Change Date. Buyer hereby acknowledges it has had the opportunity to inspect the Assets to its full satisfaction and specifically disclaims reliance on any representations, statements, or warranties of Seller except as specifically set forth in this Agreement.
Sample 1
Investigation of Assets 
Sample 1
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Related to Investigation of Assets

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . . 4 2.13

  • Location of Assets To keep any property belonging to the Trust at any place in the United States.

  • VALUATION OF ASSETS (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date.

  • Application of Assets Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company’s business and affairs and complete the winding up as soon as practicable. The Company’s affairs shall be concluded by the Managers. The assets of the Company may be liquidated or distributed in kind, as determined by the Managers, and the same shall first be applied to the satisfaction (whether by payment or the making of reasonable provision for payment) of the Company’s liabilities and then to the Members. If the assets of the Company shall not be sufficient to pay all of the liabilities of the Company, to the fullest extent permitted by law, no assets of the Company may be sold or disposed of without the written consent of all of the holders of outstanding Securities. To the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the Managers, convey those assets to a suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof, subject to the Act, distributed to the Member at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary and the terms of its governing instrument shall be determined by the Managers.

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • Liquidation of Assets We have the right to liquidate assets in your Xxxx XXX if necessary to make distributions or to pay fees, expenses, taxes, penalties, or surrender charges properly chargeable against your Xxxx XXX. If you fail to direct us as to which assets to liquidate, we will decide, in our complete and sole discretion, and you agree to not hold us liable for any adverse consequences that result from our decision.

  • Protection of Assets (a) Except for transactions and activities entered into in connection with the securitization that is the subject of this Agreement, the Trust Fund created by this Agreement is not authorized and has no power to:

  • Preservation of Assets Each Obligor shall (and the Company shall ensure that each member of the Restricted Group will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer all of its right, title and interest in and to all of the assets, properties and contractual rights owned by Seller or used by Seller in connection with the Business, wherever located, except for the Excluded Assets (as hereinafter defined), including, but not limited to, the following:

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