Investigations; Etc. No investigation of the Purchaser by the Company and the Stockholder, nor the Schedules or any supplement thereto nor any other document delivered to the Company or the Stockholder as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of the Stockholder, reflect in a material adverse way on the financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of the Purchaser.
Investigations; Etc. Neither any investigation of Target by Merchant, nor Target's Disclosure Schedule nor any supplement thereto provided by Target, nor any other document delivered to Merchant as contemplated by this Agreement by Target, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Merchant, reflect in a material adverse way on the financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Target.
Investigations; Etc. No investigation of the Company, nor the ------------------- Disclosure Schedule or any supplement thereto nor any other document delivered to Acquiror as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Acquiror, reflect in a material adverse way on the financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of the Company.
Investigations; Etc. Neither any investigation of the Company and the Company Subsidiaries by the Investors or Beechtree, nor the Disclosure Schedule or any supplement thereto nor any other document delivered to the Investors or Beechtree as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of any of the Investors or Beechtree, reflect in a material adverse way on the financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of the Company or any Company Subsidiary.
Investigations; Etc. Neither any investigation of Xxxxxx or the ------------------- Company by Acquiror or Acquiror's Subsidiary, nor the Disclosure Schedule or any supplement thereto nor any other document delivered to Acquiror or Acquiror's Subsidiary as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Acquiror, reflect in a material adverse way on the financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of the Company.
Investigations; Etc. Neither MSK nor any of its directors, officers, employees, consultants or agents is or since January 1, 2000 has (A) been under administrative, civil or criminal investigation, indictment or information by any Governmental Authority or any audit investigation by any Governmental Authority with respect to any alleged act or omission arising under or relating to any Government Contract or (B) conducted or initiated any internal investigation, any investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to a Government Contract.
Investigations; Etc. Such Seller has entered into this Agreement based on his, her or its own knowledge, investigation and analysis. Such Seller is selling his, her or its Purchased Units of his, her or its own free will. Neither the Company nor Buyer has made any representation to such Seller about the advisability of this decision. Such Seller agrees that neither the Company nor Buyer is under any obligation to disclose to such Seller any information or opinion he, she or it may have about the potential future value of the Purchased Units, even if such information is material.
Investigations; Etc. No investigation of Xxxxxx and Seller by Buyer, nor the Schedules or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer, reflect in a material adverse way on the financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Xxxxxx.
Investigations; Etc. Since December 31, 2002, no Stockholder or, to the Companies’ Knowledge, any director, officer, employee, registered representative, auditor, accountant or representative of any Company, has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of such Company or its internal accounting controls, including any complaint, allegation, assertion or claim that such Company has engaged in questionable accounting or auditing practices. No attorney representing a Company, whether or not employed by the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by such Company or any of its officers, directors, employees, registered representatives or agents to such Company’s board of directors or any committee thereof or to any director the Company. Since December 31, 2002, there have been no internal investigations regarding the accounting or revenue recognition practices of any Company discussed with, reviewed by or initiated at the direction of the Stockholders or any executive officer or the board of directors or any committee thereof of such Company.
Investigations; Etc. Between the date hereof and Closing, the Vendor shall permit the Purchaser and its advisors and representatives of its bankers to make such investigations of the Business and the Purchased Assets as the Purchaser reasonably deems necessary or desirable for the purpose of the Purchase Financing; provided that such investigations shall be carried out without undue interference with the operations of the Business and the Vendor shall co-operate fully in facilitating such investigations and shall furnish copies, at the Purchaser's cost, of all such documents and materials relating to such matters as may be reasonably requested by or on behalf of the Purchaser or its banker for such purpose. The Purchaser shall take reasonable steps to ensure that any material provided to its bankers shall be kept confidential.
