Purchase Investigation Sample Clauses

Purchase Investigation. Linamar will promptly begin and diligently pursue an investigation of the legal, business, environmental and financial condition of McLaren. McLaren will extend its full cooperation to Linamar and its lawyers, accountants and other representatives in connection with such investigation. Linamar, its lawyers, accountants and other representatives shall have full access to McLaren's books and records, facilities, accountants, key employees, customers, and suppliers for the purpose of conducting such investigation.
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Purchase Investigation. (a) From the date of this Agreement until the Closing Date, the Company and the Selling Shareholders shall provide the Purchasers and their representatives, consultants, counsel and accountants (for purposes of this Section 6.1, "Representatives"), upon request, access to the Company's personnel, properties, offices, books and records and promptly provide the Purchasers and their Representatives all available financial and operating data and other information and assistance with respect to the Company's business and properties as may be requested from time to time by the Purchasers and their Representatives ("Purchase Investigation"). Without limiting the foregoing, the Company and the Selling Shareholders shall cooperate with the Purchasers and their Representatives in their review of the business and operations of the Company and permit them to discuss the procedures and review the work papers used by the Company and its accountants in the preparation of its financial statements and filings with Governmental Agencies including filings made with the SEC since the Company's inception.
Sample 1
Purchase Investigation. Xxxxx has received and is familiar with such information with respect to the Maker and the Maker’s historical and projected performance as Xxxxx deems necessary for the purpose of purchasing the participation in the Capital Note and desires no further information which respect thereto. Xxxxx acknowledges that Xxxxx is not relying on any information provided by Thrift Holding in respect thereof.
Sample 1
Purchase Investigation. The Seller recognizes that the Purchaser is a recently formed entity and has no operating history. The Seller has received and is familiar with such information with respect to the Purchaser and its projected performance as the Seller deems necessary for the purpose of acquiring the Preferred Stock and desires no further information from the Purchaser.
Sample 1
Purchase Investigation. The Purchaser has received and is familiar with such information with respect to AB and its historical and projected performance as the Purchaser deems necessary for the purpose of purchasing the Securities and desires no further information from the Seller.
Sample 1
Purchase Investigation. Purchasers shall not have notified Sellers within 30 days after the date of this Agreement that Purchasers have determined, as a result of information which relates to the Business or the Assets and is received by Purchasers after the date of this Agreement, that (i) the Business has been conducted in a manner which is contrary to Law and that such conduct has, or could reasonably be expected to have, a Material Adverse Effect, (ii) either Seller has engaged in business practices with respect to the Business which are materially incompatible with the business practices of Purchasers and their respective Affiliates and which, if terminated, could, in the reasonable judgment of Purchasers, be expected to have a Material Adverse Effect, (iii) there is any fact or circumstance which (either alone or together with any other facts and circumstances) (x) could reasonably be viewed as resulting in a value of the Business which is materially less than the value of the Business which would have been reasonably calculated by a third person (who is similarly situated to a subsidiary of a Regional Xxxx Operating Company which is similar to Purchaser's Parent) on the basis of information which relates to the Business or the Assets and which was known to Purchasers prior to the date hereof or (y) could reasonably be expected to have a material and adverse effect on the integration or operation of the Business by U.S. Purchaser or both Purchasers after the Closing, (iv) as a result of the consummation of the transactions contemplated by this Agreement a Purchaser or any of its Affiliates would or could reasonably be expected to assume or otherwise become subject to any collective bargaining agreement or other similar union agreement or (v) the ownership and operation of the Business after the Closing by Purchasers could, in the reasonable judgment of Purchasers, be expected to violate or conflict with any Law applicable to a Purchaser or any of its Affiliates which violation or conflict cannot be avoided without causing a Material Adverse Effect or a material adverse effect on U.S. Purchaser or both Purchasers or any of their respective Affiliates.
Sample 1
Purchase Investigation. Upon execution of this Agreement, Sellers ------------------------ will make available to Buyer and Buyer's representatives, and give them access to inspect, the physical properties and the books, records, clients and employees and all other information of the Sellers pertaining to the operation of the Company. In that regard, the Sellers will provide Buyer with copies of agreements, accounting statements and records, employee benefit plans and other records pertaining to the business of the Company, whether or not material.
Sample 1
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Related to Purchase Investigation

  • 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.

  • Investigation Period The first sentence of Section 4.1 of the Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof: “During the time period commencing upon the Effective Date of this Agreement, and terminating at 11:59 p.m. on October 18, 2012 (the “Investigation Period”), Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1.”

  • 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.

  • Environmental Investigation (a) Acquiror may, in its discretion, within thirty (30) Business Days of the date of this Agreement, require the Company to order, at Acquiror’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which the Company or an Acquired Subsidiary holds an interest or formerly held an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or any Acquired Subsidiary holds any interest or formerly held an interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions, or reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at the expense of the Company and Acquiror, shared equally, a Phase II environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws and regulations (each a “Phase II Report,” and collectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company, any Acquired Subsidiary or any other Person, but shall provide such information to the Company upon the Company’s request.

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

  • Preparation; Reasonable Investigation In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

  • Credit Investigation Each Bank acknowledges, and shall cause each Assignee or Participant to acknowledge in its assignment or participation agreement with such Bank, that it has (i) made and will continue to make such inquiries and has taken and will take such care on its own behalf as would have been the case had the Loans been made directly by such Bank or other applicable Person to the Company without the intervention of the Agent or any other Bank and (ii) independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made and will continue to make its own credit analysis and decisions relating to this Agreement. Each Bank agrees and acknowledges, and shall cause each Assignee or Participant to agree and acknowledge in its assignment or participation agreement with such Bank, that the Agent makes no representations or warranties about the creditworthiness of the Company or any other party to this Agreement or with respect to the legality, validity, sufficiency or enforceability of this Agreement or any Note.

  • Investigations The respective representations and warranties of the Parties contained in this Agreement or in any certificate or other document delivered by any Party prior to the Closing and the rights to indemnification set forth in Article IX will not be deemed waived or otherwise affected by any investigation made by a Party to this Agreement.

  • Litigation and Investigations Promptly after (i) the occurrence thereof, notice of the institution of or any material adverse development in any material action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against any Consolidated Company, or any material property of any thereof, or (ii) actual knowledge thereof, notice of the threat of any such action, suit, proceeding, investigation or arbitration;

  • Investigation by Buyer Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies and acknowledges that Sellers have provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies for this purpose. In entering into this Agreement, Buyer has relied upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (a) acknowledges that none of Sellers, the Companies or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that neither Sellers, the Companies nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreement.

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