Own Investigation Sample Clauses

Own Investigation. The Contractor represents and warrants that it entered this Contract based solely on its own investigation and due diligence and not on reliance on any statements, representations, or omissions of the HHA unless otherwise noted in this Contract. The Contractor represents and warrants that it is fully satisfied that it has received any information it requested from the HHA in order to determine whether to enter this Contract. The Contractor expressly disclaims any reliance on any representation, statement, or omission by the HHA with respect to this Contract, including the Contractor’s decision to enter this Contract, unless otherwise noted herein.
AutoNDA by SimpleDocs
Own Investigation. Grantor delivers this Agreement based solely upon Grantor’s own independent investigation and understanding of the transaction of which this Agreement is a part and in no part upon any representation or statement of Super Priority Agent with respect thereto. Grantor is in a position to and hereby assumes full responsibility for obtaining any additional information concerning the Loan Parties’ and their Subsidiaries’ financial condition or business operations as Grantor may deem material to its obligations hereunder and Grantor is not relying upon, nor expecting Super Priority Agent to furnish Grantor with, any information in Super Priority Agent’s possession concerning the Loan Parties’ and their Subsidiaries’ financial condition or business operations.
Own Investigation. The Purchaser has made such investigation into the affairs of the Company as it has deemed necessary or appropriate and has not relied upon any information, or any representations or warranties, provided by the Seller regarding the Company or the Shares, except for the specific representations and warranties regarding the Shares set forth in Section III(c) hereof.
Own Investigation. Grantor delivers this Agreement based solely upon Grantor’s own independent investigation and understanding of the transaction of which this Agreement is a part and in no part upon any representation or statement of Administrative Agent with respect thereto. Grantor is in a position to and hereby assumes full responsibility for obtaining any additional information concerning the Loan Parties’ and their Subsidiaries’ financial condition or business operations as Grantor may deem material to its obligations hereunder and Grantor is not relying upon, nor expecting Administrative Agent to furnish Grantor with, any information in Administrative Agent’s possession concerning the Loan Parties’ and their Subsidiaries’ financial condition or business operations.
Own Investigation. The Seller has made such enquiries and investigations as he has deemed necessary or desirable in order to evaluate the terms and conditions of this Agreement, has relied on no representations by any Person (including the Company, Turnpike LLC or the Purchaser or any representative thereof), other than those expressly set forth herein, in evaluating such terms and conditions and has received independent legal and financial advice with respect to the matters herein set forth. The Seller makes no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in this Agreement and the Ancillary Documents.
Own Investigation. The Purchaser acknowledges and agrees that (a) the Purchaser has made its own evaluation of the adequacy and accuracy of any past information, forecasts, estimates, budgets or projections (including the reasonableness of the assumptions underlying the same); (b) no other (managing) director, board members, employee or advisor of any of the Group Companies is or was at any time authorized to act on behalf of or as vicarious agent (Erfüllungsgehilfe) for the Sellers in the performance of their duties as Sellers or under or in connection with this Agreement; and (c) the Sellers shall have no liability to the Purchaser whatsoever in the event any of the persons mentioned under Section 11.10(b) or any advisor or vicarious agent (Erfüllungsgehilfe) of the Sellers carelessly, negligently or intentionally (fahrlässig oder vorsätzlich) failed or fails to disclose information in any respect or way to the Purchaser before Closing concerning the Business or the assets, liabilities or affairs of the Group Companies.
Own Investigation. Such Investor has performed its own due diligence with respect to this investment and is relying on that due diligence in making this investment. Such Investor is not relying on J.P. Xxxxxx Xxxurities Incorporated or NationsBanc Montxxxxxx Xxxurities, Inc. or their respective Affiliates with respect to tax, suitability or other economic considerations of this investment.
AutoNDA by SimpleDocs
Own Investigation. 35 Buyer acknowledges that except for Seller's express representations and 36 warranties set forth in this Agreement, Buyer is relying upon Xxxxx's own independent 37 investigation of the Purchased Assets in entering into this Agreement and purchasing the 38 Purchased Assets. Xxxxx acknowledges that prior to the Closing, Buyer will fully and 39 thoroughly investigate and inspect each and every aspect of the Purchased Assets, and all 40 factors relevant thereto, including, without limitation, the physical condition of the 41 Purchased Assets, the Purchased Assets' compliance with all applicable laws, including, 1 but not limited to, Environmental Laws, and the Purchased Assets' fitness for any 2 particular purpose, use or enjoyment.

Related to Own Investigation

  • Environmental Investigation (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedules, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

  • 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.

  • 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.

  • Background Investigation The BOARD is prohibited from knowingly employing a person who has been convicted of committing or attempting to commit certain criminal offenses. If the required criminal background investigation is not completed at the time this Contract is signed, and the subsequent investigation report reveals that there has been a prohibited conviction, this Contract shall immediately become null and void.

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

  • 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.

  • Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.

  • Grievance Investigation The Employer agrees to supply to the Union the names of all applicants for a vacancy, or new position in the course of a grievance investigation.

  • Investigation To make investigation about the accuracy of representations, warranties or other obligations of the Issuer under the Transaction Documents.

  • Compliance Investigations Upon City’s request, Contractor agrees to provide to City, within sixty calendar days, a truthful and complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used in the past five years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by Contractor for each subcontract or supply contract. Contractor further agrees to fully cooperate in any investigation conducted by City pursuant to City's Nondiscrimination in Contracting Ordinance. Contractor understands and agrees that violation of this clause shall be considered a material breach of the Contract and may result in Contract termination, debarment, and other sanctions.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!