Purchaser Diligence. Such Purchaser acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the accuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, Purchaser has not relied on any representation or information not set forth in this Agreement, the Registration Statement or the Prospectus. Each Purchaser represents and warrants that it is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies and in connection with its decision to purchase Shares has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein. Each Purchaser understands that nothing in this Agreement, the Prospectus or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker dealer under Section 15 of the Exchange Act.
Purchaser Diligence. Purchaser has completed its legal, regulatory and business diligence of the Company so as to execute and deliver this Agreement. Nothing herein shall be construed as limiting the Purchaser's rights under this Agreement or the Company's obligations under Sections 5.2, 5.8 and 7.3 hereof.
Purchaser Diligence. Commencing upon the Closing, Purchaser shall use Diligent Efforts to achieve the Development Milestone Events set forth in Section 3.3(a) for one Product in one indication in the U.S. Neither Purchaser nor any of its Affiliates shall take any action the primary purpose of which is to avoid the payment of any Milestone Payment. The Parties intend the express provisions of this Section 3.3(d) to govern their contractual obligations with respect to the rights and obligations under this Section 3.3(d) and to supersede any standard of efforts or implied covenant of good faith and fair dealing that might otherwise be imposed by applicable Law with respect thereto.
Purchaser Diligence. Purchaser is experienced and knowledgeable in the business of the Systems, and is aware of its risks. Purchaser has been afforded and will be afforded the opportunity to examine materials made available to it by Seller and its representatives with respect to the Systems and Assets (the "Background Materials"). Purchaser has disclosed to Seller in specific detail and not general categories, with all particulars, all instances of non-compliance with Seller’s representations, warranties, covenants and indemnities that Purchaser discovered ("Non-Compliance Items"). Purchaser shall be deemed to have waived all Claims against Seller as to undisclosed Non-Compliance Items, except to the extent a specific warranty and indemnity is provided therefor herein. Except for any representations and warranties contained herein, Purchaser acknowledges that Seller has made no representations or warranties whatsoever, whether express or implied, including, without limitation, as to the value of the Assets or the legal, tax or other consequences of the transactions contemplated by this Agreement.
Purchaser Diligence. After the Closing, Purchaser shall have sole decision-making authority over the development, registration, manufacture, commercialization and other Exploitation of Products; provided that, Purchaser shall, and shall cause its Affiliates, licensees, sublicensees and other Permitted Selling Parties, as applicable, to, use Commercially Reasonable Efforts to develop, obtain Marketing Approval of, manufacture and commercialize at least one Product worldwide, including in the United States and the European Union. Except as expressly set forth in this Agreement, Purchaser will have no liability whatsoever to Seller in the event any Milestone Event does not occur.
Purchaser Diligence. 13 ARTICLE 4. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY TO CLOSE.................. 13
Purchaser Diligence. The Purchasers shall be satisfied, in their ------------------- sole discretion, with the due diligence inquiries made with respect to the Company, its Affiliates and the Project Owners.
Purchaser Diligence. Commencing upon the Closing, Purchaser shall use Diligent Efforts, itself or through other Milestone Obligors, to achieve the Milestone Events set forth in Section 3.3(a) and achieve Regulatory Approval for at least one Product in at least one Indication in the U.S.
Purchaser Diligence. Subject to Section 2.26, Purchaser hereby acknowledges that it (i) has had ample time and opportunity to consult with its advisors concerning the potential benefits and risks of entering into this Agreement, and (ii) has conducted such due diligence and investigation as it desired, based upon the information provided by Seller.
Purchaser Diligence
