Purchaser’s Investigation. Subject to clause 12.3, any Confidential Information obtained by the Purchaser in relation to the Sale Interest must be kept confidential:
Purchaser’s Investigation. The investigations by Purchaser and its representatives in connection with the proposed Transactions shall not have caused Purchaser or its representatives to become aware of any facts or circumstances relating to the Company that in the sole discretion of Purchasers make it inadvisable for Purchaser to proceed with the Transactions.
Purchaser’s Investigation. Purchaser shall not have discovered, as a result of its investigation and review pursuant to Section 4.3 hereof, any condition (financial, legal or otherwise) relating in any way to the Company, its Assets, business or prospects, that convinces Purchaser, in its sole discretion, that it is not advisable to complete the Closing.
Purchaser’s Investigation. In connection with the execution of this Agreement, the Purchaser has relied solely upon its due diligence and those representations and warranties made by the Seller in Section 5 hereof. The Purchaser acknowledges that neither the Seller nor any of its officers, directors, Affiliates or agents assumes any responsibility for the accuracy or adequacy of any information heretofore or hereafter furnished to the Purchaser by or on behalf of the Seller with respect to the Packaged Gas Business or the Purchased Assets, except as otherwise expressly provided in this Agreement (including the Schedules to this Agreement). Without limiting the generality of the foregoing, the Purchaser understands that any cost estimates (other than such cost estimates as may be contained in the Financial Documents or in Schedule 5.15(a), 5.15(b) or 5.15(c) (with the exception of the cost estimates referred to in the second to last sentence of Section 5.15(b)) as they relate to the Seller's representation and warranty in Section 5.15), projections or other predictions provided to the Purchaser by or on behalf of the Seller are not and shall not be deemed to be representations or warranties of the Seller. The Purchaser acknowledges that (a) there are uncertainties inherent in attempting to make such estimates, projections and other predictions, (b) the Purchaser is familiar with such uncertainties, (c) the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other predictions so furnished to it, and (d) the Purchaser shall have no claim against the Seller or any of its officers, directors, Affiliates or agents with respect thereto. (33)
Purchaser’s Investigation. Purchaser represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial and other advisors and hereby acknowledges that it has conducted to its satisfaction, its own independent investigation and analysis of the Purchased Assets and the Assumed Liabilities and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation and the express representations set forth in this Agreement.
Purchaser’s Investigation. Seller and Purchaser agree that Purchaser will proceed with an evaluation of the Property and an evaluation of the economic feasibility of proceeding with Purchaser’s acquisition of the Property. From and after the Effective Date and at all times during the term of this Agreement, Purchaser and its agents and representatives shall be entitled to enter upon the Property (including entry into all Improvements) for inspection, soil tests, examination, land use planning, and such other matters and investigations as Purchaser deems necessary and appropriate in Purchaser’s sole judgment, all at Purchaser’s sole cost and expense. Such right of entry shall not unreasonably interfere with Seller’s business or the business of any tenants on the Property, and Purchaser will coordinate its activities with a designated representative of Seller. Upon reasonable prior notice to Seller, Purchaser may contact any tenants of the Property; provided that Seller shall have the right to be present during any tenant interviews. Purchaser hereby covenants and agrees to indemnify and hold Seller harmless from any and all loss, liability, costs, claims, demands, damages, actions, causes of action, and suits (including without limitation, litigation costs and reasonable attorneys’ fees whether incurred at or prior to trial or on appeal) arising out of or in any manner related to the exercise by Purchaser of Purchaser’s right of entry under this Section 8. Purchaser’s obligation to indemnify and hold Seller harmless shall survive Closing or any termination of this Agreement for a period of one (1) year from Closing or termination. Notwithstanding any other provision of this Agreement, Purchaser shall have a period of thirty (30) days from the Effective Date of this Agreement in which to review and examine the Property (the “Feasibility Period”). Seller shall deliver the materials described in Exhibit “8” attached hereto to Purchaser no later than three (3) days from the Effective Date of this Agreement. At any time prior to the expiration of the Feasibility Period, Purchaser may terminate this Agreement if, in its sole discretion, Purchaser determines that the Property is not acceptable to Purchaser. Purchaser may terminate this Agreement by delivering written notice thereof to Seller within the time period provided, whereupon the Deposit plus interest shall be refunded in full to Purchaser and neither party shall have any further obligation or liability to the other under this Agree...
Purchaser’s Investigation. Purchaser shall not have discovered, as a result of its investigation and review pursuant to Section 4.3 hereof, any condition (financial, legal or otherwise) relating in any way to the Company, its Assets or business, that is material and adverse or otherwise would render any representation or warranty of the Equityholders and/or the Company contained in this Agreement misleading or untrue.
Purchaser’s Investigation. Purchaser has made, or will make, such investigation as appropriate in connection with the decision to enter into this Agreement. Purchaser has had, or will have, the opportunity to inspect the Assets, visit with Seller and meet with Seller’s representatives to discuss the Business. Purchaser is relying on the results of such investigation and the advice of its own advisors and has not relied upon any statement or representation made by Seller or any director, officer, employee, agent, representative, attorney, accountant, or affiliate thereof, other than the covenants, representations and warranties of Seller set forth in this Agreement.
Purchaser’s Investigation. The Vendor shall cause the Company to permit the Purchaser and its agents and professional advisors, at the Purchaser's expense, to make such inspections of the assets, books and records, liabilities and financial and legal condition of the Company and the Business as the Purchaser deems necessary or advisable, acting reasonably.
Purchaser’s Investigation. The Purchaser is an informed and sophisticated purchaser of assets similar to the Transferred Assets and, in connection with the Contemplated Transactions, has sought the advice of experts who are experienced in the evaluation and purchase of assets similar to the Transferred Assets. The Purchaser has undertaken such investigation of the Transferred Assets as it has deemed necessary to enable it to make an informed decision with respect to this Agreement and the Contemplated Transactions. The Purchaser acknowledges that the Seller has provided the Purchaser with such access to the personnel, properties, leased premises and records (including copies of the material Trading Contracts) of the Seller and relating to the Business as the Purchaser has requested, subject to the limitations set forth in Section 7.2. In entering into this Agreement, in purchasing the Transferred Assets and in consummating the Contemplated Transactions, the Purchaser has relied solely upon its own investigation and the express representations and warranties of the Seller set forth in Article III, and neither the Seller nor any of its officers, directors, shareholders, employees, Affiliates, agents or Representatives has made any representation or warranty as to the Seller, the Transferred Assets, or this Agreement, except as expressly set forth in this Agreement. To the fullest extent permitted by Law, neither the Seller nor any of its officers, directors, shareholders, employees, Affiliates, agents or Representatives shall have any liability to the Purchaser for any information made available to, or statements made to, the Purchaser (or any of its agents, officers, directors, employees, Affiliates or Representatives), other than the representations and warranties of Seller expressly set forth in Article III and the express obligation of the Seller to indemnify the Purchaser following the Closing to the extent set forth in Article IX.
