Purchaser’s Due Diligence. At the Closing, Purchaser shall have ------------------------- delivered to Seller a certificate (the "Due Diligence Certificate") to the effect that: (i) Purchaser and its employees, agents and accounting and legal representatives have been afforded reasonable access to the books, records, key personnel, facilities and other things reasonably related to the Purchased Assets and the Business; (ii) Purchaser and its employees, agents and accounting and legal representatives have been given a reasonable opportunity to ask questions relating to the Purchased Assets and the Business and to receive answers thereto; (iii) Purchaser has completed its business, accounting and legal due diligence review of the Purchased Assets and the Business; and (iv) in completing the transactions contemplated in accordance with this Agreement, Purchaser has not and is not relying on representations and warranties of Seller which are not expressly stated in this Agreement; provided, however, that notwithstanding the investigation conducted by Purchaser and any knowledge of facts determined or determinable by the Purchaser pursuant to such investigation, Purchaser has the right to rely upon the representations, warranties, covenants and agreements of Seller and Principals contained in this Agreement except to the extent that (i) Purchaser had, prior to Closing, actual knowledge of Seller's and the Principals' breach of any such representation or warranty; (ii) neither Seller nor either of the Principals had knowledge of such breach ; and (iii) Purchaser intentionally withheld such knowledge from Seller and the Principals. For purposes of the foregoing, (i) Purchaser's knowledge shall be deemed to include the knowledge of only Xxxxxxx X. Xxxxxx, Xxxxx Xxxxxx and Xx Xxxxxx, and (ii) Seller's knowledge shall be deemed to include the knowledge of the persons named in Section 12.kk. hereof.
Purchaser’s Due Diligence. Purchaser represents, warrants, covenants and agrees that (a) certain founders and officers of Purchaser were, through and including the Closing Date, long-standing executive officers of Sellers who had access to and were intimately familiar with financial and other material information regarding Sellers; (b) therefore, Purchaser has (i) a preexisting personal or business relationship with the Company or one or more of its officers, directors, or control persons and (ii) by reason of the business or financial experience of Purchaser’s founders, officers, and advisors who are unaffiliated with and who are not compensated, directly or indirectly, by either Seller, Purchaser is capable of evaluating the risks and merits of this investment and of protecting Purchaser’s own interests in connection with the Transaction Documents; (c) Purchaser has received and reviewed all information that Purchaser considers necessary or appropriate for deciding whether to execute, deliver, and perform the Transaction Documents and the transactions contemplated thereby; and (d) Purchaser has had an opportunity to ask questions and receive answers from Sellers and their respective officers and employees regarding the Business, financial affairs and other aspects of Seller and has further had the opportunity to obtain any information (to the extent either Seller possesses or can acquire such information without unreasonable effort or expense) which Purchaser deems necessary to evaluate the Transaction Documents and the transactions contemplated thereby and to verify the accuracy of the representations, warranties, covenants, and agreements set forth in the Transaction Documents and of information otherwise provided to Purchaser.
Purchaser’s Due Diligence. The results of Purchaser’s investigations and review of accounting, legal, regulatory, environmental and other due diligence investigations and review shall be satisfactory in all reasonable respects to Purchaser.
Purchaser’s Due Diligence. PURCHASER or its representatives have had the opportunity to inspect the PROPERTY, xxxxx and equipment, conduct an environmental review and has had the opportunity to review SELLER's files and talk to SELLER's personnel concerning the Interests; and that the execution, delivery and performance of this AGREEMENT and the transactions contemplated hereby have been preceded by independent inspection, investigation, verification and due diligence regarding the existence and extent of oil, gas or mineral reserves; the recoverability of and cost of recovering any such reserves; the value of the reserves; any product pricing assumptions; and/or the ability to sell production after Closing.
Purchaser’s Due Diligence. (a) The Purchaser acknowledges that a number of due diligence materials (the “Due Diligence Materials”) have been made available to the Purchaser by way of data room set up by CBRE Limited prior to the Execution Date and prior to Closing, the Vendor shall be permitted to deliver additional Due Diligence Materials and updates to the Due Diligence Materials provided to the Purchaser. In the event that any material updates or any additional material Due Diligence Materials come to the possession of the Vendor from the Execution Date until the Closing Date, the Vendor will make same available to the Purchaser as provided in this Section 3.1.
(b) The Purchaser agrees to maintain the confidentiality of all such Due Diligence Materials so delivered to the Purchaser and to return all physical copies of the same to the Vendor and delete all electronic copies of the same, forthwith, upon demand if the Purchaser and Vendor fail to complete the purchase and sale of the Purchased Shares. This Section 3.1 will survive the termination of this Agreement.
Purchaser’s Due Diligence. Purchaser shall be allowed to conduct the due diligence prior to purchasing the Real Property after the Effective Date to complete an examination of the Land to perform or to cause to be performed such tests, studies, reviews and examinations as may be deemed necessary or advisable by Purchaser, including, without limitation, title searches, surveys, engineering, environmental studies, Phase I or II investigations, geological tests, and/or soil test reports to be obtained by Purchaser at Purchaser’s sole discretion and sole cost and expense. During the period between the Effective Date and Closing Date, Purchaser, its agents, contractors, and subcontractors shall have the right, at Purchaser’s sole cost and expense, to enter upon the Property at all reasonable times for the purpose of inspecting, surveying, and making or causing to be inspected, surveyed, or made, engineering, soil and geological tests and such other test investigations and studies, including environmental investigations, as Purchaser in its sole business judgment may require.
Purchaser’s Due Diligence. The Purchaser being satisfied with its due diligence investigation into the affairs of the Company.
Purchaser’s Due Diligence. Without limiting the representations or warranties of Seller or any other term of this Agreement, in deciding to enter into this Agreement, and, subject to the terms of this Agreement, to consummate the Transactions, Purchaser has relied solely upon its own knowledge, investigation, and analysis (and that of its representatives) and not on any disclosure or representation made by, or any duty to disclose on the part of, Seller, its Affiliates, or any of their representatives, other than the express representations and warranties of Seller set forth in Article III herein and the other terms of this Agreement, which Purchaser is relying on.
Purchaser’s Due Diligence. Purchaser shall have completed its due diligence investigation of Southport and the Subsidiary and shall be satisfied with the results thereof.
Purchaser’s Due Diligence. Purchaser has previously reviewed and considered the nature of this transaction and has investigated the property and all aspects of the transaction, and Purchaser has determined that the property is satisfactory to Purchaser in all respects and that Purchaser is purchasing the property in “as-is” condition. Purchaser has and will rely solely on Purchaser’s own independent investigations and inspections, and Purchaser has not relied and will not rely on any representation of Seller other than as expressly set forth in this contract, if any. Seller has made no representations nor held out any inducements to Purchaser, and Seller is not and shall not be liable or bound in any manner by any express or implied warranties, guarantees, statements, representations or information pertaining to the Property, except as may be specifically set forth in this contract.
