Purchaser’s Examination. (a) Purchaser is not relying on any forecasted operating results or budgets of the Company prepared by or on behalf of Seller; and
(b) Purchaser acknowledges and agrees that no representation or warranty has been or is being made by Seller except as expressly set forth in this Agreement and no representation or warranty is being made by Seller as to the future operations or prospects of the Company.
Purchaser’s Examination. Purchaser and its representatives have been afforded the opportunity to meet with, ask questions of and receive answers from the management of Seller in connection with the determination by Purchaser to enter into this Agreement and the Related Agreements and consummate the transactions contemplated hereby and thereby, and all such questions have been answered to the full satisfaction of Purchaser.
Purchaser’s Examination. Purchaser acknowledges that:
(a) (i) It and its directors, officers, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by such party all books, records and other information with respect to the Company and its Subsidiary, (ii) it has taken full responsibility for determining the scope of its investigations of the Company and its Subsidiary and for the manner in which such investigations have been conducted, and has examined the Company and its Subsidiary to such party’s full satisfaction, (iii) it is fully capable of evaluating the adequacy and accuracy of the information obtained by such party in the course of such investigations, (iv) it has not relied on the Company, its Subsidiary or Seller with respect to any matter in connection with such party’s evaluation of the Company and its Subsidiary other than the representations and warranties specifically set forth in Article III and Article IV and (v) neither the Company nor Seller is making any representations or warranties, express or implied, of any nature whatsoever (including, without limitation, (A) any representation or warranty of any kind or nature with respect to any forecasts, projections, budgets or other expectations of future results of operations or cash flows of the Company or its Subsidiary or (B) any other information or documents with respect to the Company or its Subsidiary, except as specifically set forth in Article III and Article IV, in each case, other than the representations and warranties of the Company or Seller specifically set forth in Article III or Article IV;
(i) It has taken full responsibility for evaluating the adequacy, completeness and accuracy of various forecasts, projections, opinions and similar material heretofore furnished to it by the Company and its Subsidiary and their representatives in connection with such party’s investigations of the Company and its Subsidiary and their business, (ii) there are uncertainties inherent in attempting to make projections and forecasts and render opinions, (iii) it is familiar with such uncertainties, and (iv) it is not relying on any projections, forecasts or opinions furnished to it by the Company and its Subsidiary and their representatives; and
(c) Notwithstanding the foregoing, nothing herein shall limit Purchaser’s ability to make a claim for Fraud.
Purchaser’s Examination. Purchaser has been given the opportunity to examine all documents provided by, conduct due diligence and ask questions of, and to receive answers from, each Seller and its representatives concerning the Companies, the Company Subsidiaries, and the business, assets, properties and liabilities of the Company Group and Purchaser’s investment in the Transferred Interests, and Purchaser has completed its own independent investigation, analysis and evaluation of the Companies, the Company Subsidiaries, and the business, assets, properties and liabilities of the Company Group as it deemed necessary or appropriate and inspected or waived its right to inspect all assets held by any Company or Company Subsidiary and satisfied itself as to their physical and environmental condition, both surface and subsurface, including conditions specifically related to the presence, release, or disposal of Hazardous Materials in, on, or under the assets of any Company or Company Subsidiary. Purchaser acknowledges that it and its representatives have been provided access to the personnel, properties, premises and records of each Company and Company Subsidiary for such purpose. Purchaser has entered into this Agreement with the understanding, acknowledgement and agreement that no representations or warranties, express or implied, are made with respect to any projection or forecast regarding future results or activities or the probable success or profitability of the Companies or Company Subsidiaries, except as set forth in the Specified Representations. Purchaser acknowledges that no Seller Related Party nor any member of the Company Group nor any Seller has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied (except, in each case, for the Specified Representations).
Purchaser’s Examination. (a) Purchaser is not relying on any forecasted operating results or budgets of the Company or its Subsidiaries prepared by or on behalf of
Purchaser’s Examination. Seller Parent has provided Purchaser with such access to the records, books, documents, facilities and personnel of the Seller and the Sold Company as Purchaser has deemed necessary and appropriate in order for Purchaser to investigate and examine to its satisfaction the business, affairs and properties of the Seller and the Sold Company sufficient to make an informed decision to purchase the Sold Securities and the Transferred Assets and to enter into this Agreement and to consummate the Contemplated Transactions. Purchaser is capable of evaluating the merits and risks of the purchase of the Sold Securities and the Transferred Assets and to consummate the Contemplated Transactions.
Purchaser’s Examination. Without derogating from the representations and warranties of the Vendors in section 16, the Purchaser acknowledges that it has made its own estimate and appraisal of the extent and value of the reserves of the Petroleum Substances attributable to the Lands and lands pooled therewith and will, prior to Closing, have made its own examination of the Vendors’ title thereto.
Purchaser’s Examination. Purchaser has been given adequate opportunity to examine all documents provided by, conduct due diligence and ask questions of, and to receive answers from, Seller and its representatives concerning the Company, the Company Subsidiaries, and the business, assets, properties and liabilities of the Company and the Company Subsidiaries and Purchaser’s investment in the Transferred Interests, and Purchaser has completed its own independent investigation, analysis and evaluation of the Company, the Company Subsidiaries, and the business, assets, properties and liabilities of the Company and the Company Subsidiaries as it deemed necessary or appropriate.
Purchaser’s Examination. The Purchaser acknowledges that it has made its own estimate and appraisal of the extent and value of the reserves of the Petroleum Substances attributable to the Lands and lands pooled therewith and has made its own independent examination, analysis, evaluation and verification of the Corporation and the Assets including a review of the Corporation's title thereto and of the condition of the Assets including environment condition in, on and under the Assets.
Purchaser’s Examination. Each Seller shall cause the Company to permit Purchaser and representatives of the Purchaser to have full access to and to examine, at all reasonable times and places, and in a manner so as not to interfere with the normal business operations of the Company; the books, records, properties, assets and operations of the Company. Such examination shall include access to the officers, directors, employees, agents and representatives of the Company. Each Seller shall cause the Company to furnish to Purchaser and representatives of Purchaser with such financial, operating and other data and information, and copies of documents with respect to the Company as Purchaser shall from time to time request. Such access and information shall not in any way affect or diminish any of the representations or warranties made in this Agreement.
