Investigations by Buyer Sample Clauses

Investigations by Buyer. (a) Buyer shall have the right, for a sixty (60) day period after the date of this Agreement (the "Investigation Period") and at its sole cost and expense (unless otherwise specified herein), to perform whatever investigations and studies of the Real Property that Buyer deems advisable and appropriate, provided that no such investigations and studies shall interfere with the use and operation of the Real Property as currently used and operated or the rights of any tenant(s) (collectively, the "Investigations"). At Buyer's option, the Investigations shall include, but not be limited to, Buyer's right to have a qualified independent consultant chosen by Buyer (the "Consultant") to enter upon the Real Property, upon forty-eight (48) hours prior verbal notice to Seller (given to Brian Hunter at 312/000-0000), in order to inspect the Real Property. Seller may, in Seller's sole discretion, elect to have an agent of Seller accompany Buyer or Consultant during any such Investigations of the Real Property. The Investigations relating to the environmental condition of the Real Property may include engineering inspections and other examinations of the surface conditions of the Real Property, including investigations of the soil conditions of the Real Property and any improvements. Notwithstanding anything to the contrary contained herein, under no circumstances shall Buyer perform any invasive tests on the Property without first obtaining Seller's prior written consent (which consent shall not be unreasonably withheld or delayed but may be reasonably conditioned). Buyer shall have the right to terminate this Agreement prior to the expiration of the Investigation Period by causing written notice of termination to actually be received by Seller on or before 5:00 p.m. Central Time on the date of the expiration of the Investigation Period. In such event, (i) the Earnest Money shall bx xxxxxtly refunded to Buyer in accordance with the provisions of Paragraph 10(c) hereof, and (ii) Buyer and Consultant, except as required by law or court order, shall disclose to no one, publicly or privately, any information with respect to the Property supplied by Seller or developed by or for Buyer, or Buyer's reason or reasons for terminating this Agreement. In such event, this non-disclosure agreement, covenant and obligation shall be a continuing agreement, covenant and obligation of Buyer and Consultant which shall survive the termination of this Agreement. In the event this Agreemen...
Sample 1
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Investigations by Buyer. Seller previously has delivered, or shall deliver to Buyer within seven (7) days after the Buyer has provided the Deposit to the Escrow Agent, true and correct copies of the following items (the “Due Diligence Items”) in Seller’s possession or control: (a) A copy of Seller’s existing title insurance policy for the Property (or for a larger parcel that includes the Property). (b) A copy of any leases or unrecorded restrictive covenant agreements entered into by Seller that impose use or development restrictions on the Property. (c) A copy of all service contracts, maintenance agreements, management agreements, any lease or occupancy agreements, including without limitation, the Lease, equipment leases and other agreements affecting the Property to which Seller is a party (collectively, the “Operating Agreements”). (d) The most recent survey of the Property in Seller’s possession. (e) A copy of any geotechnical reports and environmental site assessments relating to the Property. (f) A copy of any site plans, as-built plans and specifications and civil engineering drawings previously prepared by or on behalf of Seller, and relating to the Property. (g) A copy of any and all Warranties relating to the Property. (h) A copy of all property condition assessments, building inspection reports, and engineering or other structural reports related to the Property. (i) A copy of all Permits, tax bills, zoning letters or reports, certificate of occupancy and all other items of a similar nature with respect to the construction, use or occupancy of the Property. (j) Copies of any materials submitted by Seller to applicable governmental authorities in connection with the rezoning of the Property, or in connection with Seller’s application for any development approvals or permits relating to the Property and copies of any notices or correspondence to or from any governmental entity. Prior to the Closing Date, Buyer and its agents and representatives shall have the right to go on the Property for the purpose of conducting soil tests, surveys, environmental site assessments and other investigations, and undertaking such other activities as Buyer deems necessary in its sole discretion. Notwithstanding the foregoing, Buyer shall be required to obtain Seller’s written consent prior to undertaking any Phase II environmental site assessment or other intrusive testing, which consent may be withheld in its sole and discretion. Buyer shall indemnify, defend and hold Seller harmless f...
Sample 1
Investigations by Buyer. Beginning on the Execution Date and ending on ----------------------- the Contingency Date, Buyer may conduct investigations as to the Property and the Adjacent Property. Buyer shall have until the Contingency Date either to approve or to waive, in Buyer's sole and absolute discretion, the contingencies set forth in this Article 4. The Parties acknowledge that Seller does not control all of the Adjacent Property and that Seller shall be required only to use commercially reasonable efforts to obtain access for Buyer and its agents, over those portions of the Adjacent Property which Seller does not control.
Sample 1
Investigations by Buyer. Prior to the Execution Date Buyer conducted ----------------------- investigations as to the Property and the Adjacent Property and may continue to conduct such investigations prior to the Close of Escrow. Buyer acknowledges, however, that Buyer shall not have the right to terminate this Agreement as a result of any such investigations. Buyer's sole rights to terminate shall be for a failure of a Condition Precedent in favor of Buyer, a material default by Seller hereunder, or as provided in Section 4.1, 4.7 or Section 13. The Parties acknowledge that Seller does not control all of the Adjacent Property and that Seller shall be required only to use commercially reasonable efforts to obtain access for Buyer and its agents, over those portions of the Adjacent Property which Seller does not control.
Sample 1

Related to Investigations by Buyer

  • Investigation by Buyer Buyer has undertaken an independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business and has performed all due diligence that it has deemed necessary to perform concerning the Business, the Purchased Assets, and the Assumed Obligations in connection with its decision to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and acknowledges that Buyer and Buyer’s Representatives have been provided access to the personnel, properties, premises and records of Seller for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (a) acknowledges that none of Seller or any of its Affiliates or any of Seller’s Representatives makes or has made any representation or warranty, of any kind or nature whatsoever, oral or written, express or implied (including, but not limited to, any relating to (a) projections, estimates or budgets delivered or made available to Buyer (or any of its Affiliates, officers, directors, employees or representatives) of, except as set forth in Section 5.4, the future results of operations (or any component thereof), cash flows or financial condition (or any component thereof), of the Business; (b) future business, operations, revenues or profits of the Business; (c) maintenance, repair, condition, design, performance, value, merchantability or fitness for any particular purpose of the Purchased Assets; or (d) as to the accuracy or completeness of any of the information provided or made available to Buyer or Buyer’s Representatives), except for those representations and warranties expressly set forth in Article V of ‎this Agreement (as qualified by the Seller Disclosure Schedules), and Seller hereby disclaims any such other representations or warranties; (b) agrees, to the fullest extent permitted by applicable Law, that none of Seller or any of its Affiliates or any of Seller’s Representatives shall have any liability or responsibility whatsoever to Buyer on any basis based upon any information provided or made available, or statements made, to Buyer or Buyer’s Representatives (including any forecasts or projected information), except that the foregoing limitations shall not apply with respect to Seller to the extent Seller has liability for indemnification pursuant to ‎Article IX for the breach of the specific representations and warranties set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules), but always subject to the limitations and restrictions contained herein; (c) acknowledges that, except as expressly set forth in this Agreement, there are no representations or warranties of any kind, express or implied, with respect to the Business, the Purchased Assets or the Assumed Obligations; and (d) none of Seller, its Affiliates or Seller’s Representatives shall have any liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Buyer, its Affiliates or their respective Representatives, except as and only to the extent expressly set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules).

  • Investigation by Purchaser (a) Each Buyer Party acknowledges that it and its representatives have been permitted reasonable access to the Books and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as set forth in this Agreement or any of the Ancillary Agreements, the Schedules and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies or any other Person has made any representation or warranty, expressed or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correct, or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any Schedule.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

  • Search, Enquiry, Investigation, Examination And Verification a. The Property is sold on an “as is where is basis” subject to all the necessary inspection, search (including but not limited to the status of title), enquiry (including but not limited to the terms of consent to transfer and/or assignment and outstanding charges), investigation, examination and verification of which the Purchaser is already advised to conduct prior to the auction and which the Purchaser warrants to the Assignee has been conducted by the Purchaser’s independent legal advisors at the time of execution of the Memorandum. b. The intending bidder or the Purchaser is responsible at own costs and expenses to make and shall be deemed to have carried out own search, enquiry, investigation, examination and verification on all liabilities and encumbrances affecting the Property, the title particulars as well as the accuracy and correctness of the particulars and information provided. c. The Purchaser shall be deemed to purchase the Property in all respects subject thereto and shall also be deemed to have full knowledge of the state and condition of the Property regardless of whether or not the said search, enquiry, investigation, examination and verification have been conducted. d. The Purchaser shall be deemed to have read, understood and accepted these Conditions of Sale prior to the auction and to have knowledge of all matters which would have been disclosed thereby and the Purchaser expressly warrants to the Assignee that the Purchaser has sought independent legal advice on all matters pertaining to this sale and has been advised by his/her/its independent legal advisor of the effect of all the Conditions of Sale. e. Neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto.

  • Geotechnical Investigation Perform in accordance with the City Design Manual and other City requirements as designated in writing by the Director.

  • Investigations 15.1 The Contractor agrees to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State or City governmental agency or authority that is empowered, directly or by designation, to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 any person who has been advised that her or his statement, and any information from such statement, will not be used against her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the Owner, or any local development Owner within the City, or any public benefit Owner organized under the laws of the State of New York, or 15.2.2 any person refuses to testify for a reason other than the assertion of her or his privilege against self- incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, or any local development Owner within the City, then the commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice to the parties involved, to determine if any penalties should attach for the failure of a person to testify. 15.3 If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 The Owner or the City may impose the following penalties after a final determination by the Commissioner that penalties should attach for the failure of a person to testify: 15.4.1 the disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may be; and/or 15.4.2 the cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contract, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may be. 15.4.3 The Commissioner shall consider and address, in reaching her or his determination, and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, the factors in Subsections 15.4.3.1 and

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

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