Purchaser’s Independent Investigation. Purchaser hereby acknowledges and agrees that, in all cases, except for the representations and warranties expressly set forth in this Agreement, Seller makes no representations or warranties, express or implied, regarding the adequacy, accuracy, completeness or content of any of the Study Materials or the suitability of the same for any purpose and Seller shall have no liability to Purchaser, or any person or entity claiming by, through or under Purchaser, arising out of the Study Materials or to any person or entity to whom any of the Study Materials were disclosed. Further, except as may be expressly provided in this Agreement, neither Purchaser, any person or entity claiming by, through or under Purchaser, nor any other person or entity to whom any of the Study Materials were disclosed shall have or make any claims against Seller based on the Study Materials, including, without limitation, the adequacy, accuracy, completeness or content thereof or the suitability of the same for any purpose. Purchaser hereby further acknowledges that, except for the representations and warranties set forth in this Agreement, as of the Closing Date, Purchaser shall be deemed to have relied solely on its own independent investigation, examination and Inspections of the Property in consummating the purchase thereof in accordance with this Agreement, that Purchaser is assuming the risk of future changes in applicable laws, and that, except as expressly set forth in this Agreement, Purchaser has not relied on, is not entitled to rely on, and shall not rely on, and Seller is not liable for or bound by (except as expressly set forth in this Agreement), any representations or warranties, statements (verbal or written), documents, reports, studies, Study Materials or any other materials made available or provided by Seller or any other person or entity purporting to act on behalf of Seller.
Purchaser’s Independent Investigation. The Purchaser and its representatives have undertaken an independent investigation and verification of the business, operations and financial condition of the Acquired Entities. The Purchaser acknowledges that:
(a) the Purchaser has been afforded access to and the opportunity to inspect the Acquired Entities, the business of the Acquired Entities and all other due diligence materials; and
(b) the Purchaser has inspected the business of the Acquired Entities and all other due diligence materials (including any documentation provided by the Seller or its Affiliates in connection with the Transactions), in each case to the extent the Purchaser deems necessary or advisable in connection with its decision to enter into this Agreement and to consummate the Transactions.
Purchaser’s Independent Investigation. Purchaser and its representatives have independently investigated Seller and the Business. Purchaser acknowledges that there are no representations or warranties, express or implied, about the Seller or the Business except for the representations and warranties in this Agreement and each certificate and instrument furnished in connection with this Agreement. Purchaser is not relying on any written or oral information about the Seller or the Business (including financial or forward-looking information) except for the representations and warranties in this Agreement and each certificate and instrument furnished in connection with this Agreement.
Purchaser’s Independent Investigation. Purchaser, in purchasing the Note, has relied solely upon an independent investigation made by it and its representatives, if any. Prior to the date hereof, Purchaser has been given the opportunity to ask questions of, and receive answers from, representatives of the Company. Purchaser also has been given access to and the opportunity to examine all books and records of the Company, and all material contracts and documents of the Company which have been filed as exhibits to the Company's filings made under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In making its investment decision to purchase the Note, Purchaser is not relying on any oral or written representations or assurances from the Company or any other person other than as set forth in this Agreement. Purchaser has received and reviewed the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001 and June 30, 2001 (collectively, the "Disclosure Documents").
Purchaser’s Independent Investigation. (a) Purchaser and any of its successors or assigns acknowledges and agrees that it is being given the full opportunity during the Due Diligence Period to inspect and investigate each and every aspect of each Property except for matters related to the financial performance of Sellers, the Acquired Companies, the Property Owners, the Tenants, Manager and the Properties (which matters have already been inspected, investigated and are hereby approved by Purchaser), either independently or through Representatives or experts of Purchaser’s choosing, as Purchaser considers necessary or appropriate. Such independent investigation by Purchaser may include, without limitation:
(i) all matters relating to title to the Properties;
(ii) all matters relating to governmental and other legal requirements with respect to the Properties, such as taxes, assessments, zoning, use permit requirements and building codes;
(iii) all zoning, land use, building, environmental and other statutes, rules, or regulations applicable to each Real Property;
(iv) the physical condition of each Real Property, including the interior, the exterior, the square footage of the Improvements, the structure, the roof, the paving, the utilities, and all other physical, structural and functional aspects of such Real Property;
(v) reports, studies, assessments, investigations and other materials related to the presence of Hazardous Materials at, on or under each Real Property and the compliance of each Real Property with all Hazardous Materials Laws, including environmental assessment reports;
(vi) any easements and/or access rights affecting such Real Property;
(vii) the Occupancy Agreements with respect to such Real Property and all matters in connection therewith, including the ability of the Occupants thereto to pay the rent;
(viii) the Contracts and any other documents or agreements of significance affecting such Property;
(ix) all matters that would be revealed by an ALTA as-built survey, a physical inspection or an environmental site assessment of such Real Property;
(x) the Due Diligence Materials heretofore delivered or made available to Purchaser and/or its Representatives for their review and approval;
(xi) the Permits and other health care regulatory requirements or limitations; and
(xii) all other matters of material significance affecting or otherwise deemed relevant by Purchaser with respect to such Property.
Purchaser’s Independent Investigation. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, IN ALL CASES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 3.1 HEREIN, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ADEQUACY, ACCURACY, COMPLETENESS OR CONTENT OF ANY OF THE STUDY MATERIALS OR THE SUITABILITY OF THE SAME FOR ANY PURPOSE, AND, EXCEPT FOR LIABILITY FOR THE BREACH OF THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 3.1 HEREIN, SELLERS SHALL HAVE NO LIABILITY TO PURCHASER, OR ANY PERSON OR ENTITY CLAIMING BY, THROUGH OR UNDER PURCHASER, ARISING OUT OF THE STUDY MATERIALS OR TO ANY PERSON OR ENTITY TO WHOM ANY OF THE STUDY MATERIALS WERE DISCLOSED. FURTHER, EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 3.1 HEREIN, NEITHER PURCHASER, ANY PERSON OR ENTITY CLAIMING BY, THROUGH OR UNDER PURCHASER, NOR ANY OTHER PERSON OR ENTITY TO WHOM ANY OF THE STUDY MATERIALS WERE DISCLOSED SHALL HAVE OR MAKE ANY CLAIMS AGAINST SELLERS BASED ON THE STUDY MATERIALS, INCLUDING, WITHOUT LIMITATION, THE ADEQUACY, ACCURACY, COMPLETENESS OR CONTENT THEREOF OR THE SUITABILITY OF THE SAME FOR ANY PURPOSE. PURCHASER HEREBY FURTHER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1 HEREIN, AS OF THE CLOSING DATE, PURCHASER SHALL BE DEEMED TO HAVE RELIED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION, EXAMINATION, AND INSPECTIONS OF THE PROPERTY IN CONSUMMATING THE PURCHASE THEREOF IN ACCORDANCE WITH THIS AGREEMENT, THAT PURCHASER IS ASSUMING THE RISK OF FUTURE CHANGES IN APPLICABLE LAWS, AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.1 HEREIN, PURCHASER HAS NOT RELIED ON, IS NOT ENTITLED TO RELY ON, AND SHALL NOT RELY ON, AND SELLERS ARE NOT LIABLE FOR OR BOUND BY (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.1 HEREIN), ANY REPRESENTATIONS OR WARRANTIES (NONE BEING IMPLIED HEREBY), STATEMENTS (VERBAL OR WRITTEN), DOCUMENTS, REPORTS, STUDIES, STUDY MATERIALS OR ANY OTHER MATERIALS MADE AVAILABLE OR PROVIDED BY SELLERS OR ANY OTHER PERSON OR ENTITY PURPORTING TO ACT ON BEHALF OF SELLERS.
Purchaser’s Independent Investigation. Subject to the provisions of this Agreement, prior to September 1, 1998, Purchaser shall have the right to conduct or cause to be conducted with reputable companies and at Purchaser's sole cost and expense (except as otherwise agreed by the parties with respect to the Phase II environmental site assessment work described in a letter drafted July 17, 1998 by ENSR (the "Phase II Work"), the costs of which Phase II Work will be shared equally between Seller and Purchaser up to a maximum obligation owed by Seller of $12,725) such audits, assessments, reviews, investigations, inspections, tests and studies of the Property including all buildings, systems, fixtures and equipment, the environmental condition of the Premises, the title to the Premises, a survey of the Premises, the compliance of the Property with applicable laws and such other engineering, legal and other matters relating to or affecting the Property as Purchaser deems reasonably necessary or desirable in connection with its purchase of the Property ("Investigations"). If Purchaser is unable to complete its Investigations by September 1, 1998, then if the parties mutually agree, the time period for such Investigations shall be extended to a date mutually agreed upon between the parties. Seller agrees not to unreasonably withhold its consent to such extension.
Purchaser’s Independent Investigation. Subject to the provisions of this Agreement, Purchaser shall have the right to conduct or cause to be conducted with reputable companies, at Purchaser's sole cost and expense, such audits, assessments, reviews, investigations, inspections, tests and studies of the Property including all buildings, systems, fixtures and equipment, the environmental condition of the Premises and Improvements, the title to the Premises and Improvements, a survey of the Premises and Improvements, the compliance of the Property with applicable laws and such other engineering, legal, the financial condition of the Seller and other matters relating to or affecting the Property and/or the Seller as Purchaser deems necessary or desirable in its absolute discretion in connection with its purchase of the Property and lease back of the same to the Seller ("Investigations"). Subject to Section 5(b) below, Seller shall make available for Purchaser's review, at reasonable times after reasonable prior notice, all documents and files owned by Seller in the Seller's possession or control concerning the maintenance, management and operation of the Property, including, without limitation, all books and records, plans, specifications, Contracts, engineering and environmental reports, roof and other warranties and guarantees relating to the Improvements, certificates of occupancy and other permits and approvals relating to the Property, calculations of tax and operating reimbursements and utility bills, but specifically excluding the following (collectively, "Confidential Property Information"): internal minutes or deliberations of Seller or any governing body, committee, board or council thereof, internal memoranda prepared by or for the benefit of Seller, appraisals, financial projections, legally privileged correspondence and similar proprietary and archival information. Purchaser shall continue to have access to the Real Property subsequent to the Due Diligence Expiration Date to conduct additional Investigations in accordance with the terms hereof.
Purchaser’s Independent Investigation. Purchaser shall have the right between the Effective Date and the Closing, or until this Agreement is terminated, to enter upon the Real Property upon reasonable prior notice (which may be verbal) to either John Sismondi (with Seller) xx 000-000-0008 or Kerry Bucklix (Xxxxxx'x counxxx) xx 000-015-2245 (herein collectxxxxx "XXXXXR'S REPRESENTATIVE"). Such investigation shall be at Purchaser's sole cost and expense and without material damage to the Property. Purchaser shall be entitled to perform, or cause to be performed, such surveying and engineering studies, environmental assessments and other studies or analyses of the Property that Purchaser determines are required to properly investigate and evaluate the Property for purchase. Notwithstanding the foregoing, no environmental assessment or other invasive testing shall be performed at the Property unless Seller first approves in writing the scope of such assessment and the company or persons who shall perform such testing, which approval shall not be unreasonably withheld or delayed. Purchaser shall promptly deliver to Seller copies of all studies, reports and assessments obtained by Purchaser with respect to the Property. Purchaser shall take all reasonable precautions to minimize the impact of any work performed by Purchaser at the Property. Purchaser shall, in a timely manner, restore the Property, at its sole cost, to the condition that existed immediately before the activities described herein, including, without limitation, all physical alteration or damage to the Property. The obligations of Purchaser under this Section 6.01 shall survive any termination of this Agreement. Purchaser shall coordinate in advance with Seller all inspections of the Real Property. Seller shall have the right to have a representative accompany Purchaser's representatives and consultants during their inspections of the Property, provided that such right does not limit the timing of Purchaser's inspections or access to the Property.
Purchaser’s Independent Investigation. Except for the representations and warranties specifically contained in this Agreement, Sellers, the Companies and the CAC Subsidiaries make no warranty or representation of any kind as to the accuracy, completeness, or materiality of any Records or Background Materials provided by Sellers, the Companies, or the CAC Subsidiaries, any of their respective Affiliates, or any of their respective Entity Representatives to Purchaser, its Entity Representatives, or their respective representatives, agents, or attorneys. Purchaser agrees that any conclusions drawn from the Records or Background Materials or any such other information shall be the result of its own independent review, investigation and judgment.
