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 Purchaser and its representatives, consultants, counsel and accountants (for purposes of this Section 6.1, "Representatives"), ^pon request, access to the Company's personnel, properties, offices, books and records and promptly provide the Purchasers and its 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 Purchaser and its Representatives ("Purchase Investigation"). Without limiting the foregoing, the Company and the Selling Shareholders shall cooperate with the Purchaser and its 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. (b) Until the Closing Date, the Company and the Selling Shareholders shall have the continuing obligation to supplement or amend the Schedules referenced in this Agreement with respect to any matter hereafter arising or discovered that, if existing or known on the date of this Agreement, would have been required to be set forth or described in the Schedules. (c) Each party shall promptly notify the other party of, and furnish any information the other party may reasonably request with respect to the occurrence of any event or condition or the existence to its knowledge of any fact that would cause any of the conditions to the other party's obligation to consummate the transactions contemplated hereby to be unfulfilled.
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. 39 (a) Buyer shall have the period from the date hereof until November 7, 1997 (the "General Investigation Period") (which date may be extended until November 15, 1997 if such extension is required by the Buyer and the Buyer has theretofore proceeded with reasonable diligence), within which to complete a general purchase investigation reviewing the financial and operating aspects of the proposed acquisition to satisfy itself as to the viability of the same. Buyer shall also have the period from the date hereof until November 22, 1997 (the "Environmental Investigation Period") (which date may be extended by Buyer until December 23, 1997 to the extent reasonably required to complete the Phase II environmental assessments described below), within which to complete a purchase investigation reviewing the environmental aspects of the proposed acquisition to satisfy itself that it will have no liability as to the same. On or before the expiration of the Environmental Investigation Period, Buyer shall commission and complete, at Buyer's expense, a standard Phase I environmental assessment of all premises leased by the Company, conducted by Geraxxxx & Millxx, xxgether with those Phase II environmental assessments of such premises as Buyer deems appropriate (the cost of such Phase II environmental assessments, however, shall be shared equally between the Buyer and the Seller). Such Phase I and Phase II environmental assessments shall be collectively referred to herein as the "Environmental Assessments". Buyer shall provide copies of the Environmental Assessments to Seller as soon as they are available. The General Investigation Period and the Environmental Investigation Period are collectively referred to herein as the "Investigation Periods". During the Investigation Periods, Seller shall provide Buyer and its representatives full access during normal business hours to all of the property, books and records of the Company (including, without limitation, all hazardous, toxic or other waste investigations of all premises owned, leased or used by the Company) and to permit Buyer and its representatives to physically inspect all of the Company's assets and facilities, to conduct the Environmental Assessments, to interview such personnel of the Company as Buyer shall deem appropriate with prior notice of the same to Seller, and to interview customers of the Company with Seller's prior consent. At any time prior to the expiration of the General Investigation Period, Buye...
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. 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
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
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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

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.”

  • 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.

  • 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.

  • 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.

  • 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.

  • Site Investigation Developer has made a careful investigation of the Site and is familiar with the requirements of the Contract Documents and has accepted the readily observable, existing conditions of the Site.

  • 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.

  • 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.

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