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:
(a) until the Completion Date; and
(b) after the Completion Date, if Completion does not occur.
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. 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.
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. 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.
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. (A) During the period (the "Study Period") commencing on the Effective Date and ending at 6:00 p.m. Eastern Time on the thirtieth (30th) business day following the Effective Date (the "Termination Date"), Purchaser shall have the right (subject to the terms of the Publix Lease and the other Tenant Leases) to inspect, investigate, test and examine, at Purchaser's expense, all aspects, matters and conditions relating to the Property and the Purchaser's intended use thereof (individually or collectively, as the context requires or permits, "Investigations"), including, but not limited to, zoning, the presence of hazardous or toxic substances, soil conditions, the condition of all structures and improvements on the Property, availability of utilities, governmental requirements and restrictions affecting the Property, and to conduct interviews with tenants of the Property and Seller's personnel involved in the management of the Property. The Investigations shall be conducted in a reasonable manner and so as not to unreasonably interfere with the operation of the business of the tenants on the Property. Investigations shall be permitted at all reasonable times upon one business day’s reasonable prior written notice to Seller, affording Seller the opportunity to have a representative present at any Investigations conducted on the Property. All Investigations shall be conducted by parties qualified and, where applicable, licensed, to conduct such Investigations. Purchaser shall not conduct any invasive testing without the consent of Seller, not to be unreasonably withheld. Purchaser is aware that a portion of the Property contains a ground water remediation system which has been installed and is operated by Conoco Xxxxxxxx and, without limiting the prior restrictions regarding invasive testing, any environmental testing with respect to that portion of the Property upon which such system is located is subject to the approval of, and must be coordinated with, both Seller and Conoco Xxxxxxxx. Provided Seller has approved the proposed testing, Seller, at no expense to Seller, will cooperate with Purchaser in obtaining such approvals from Conoco Xxxxxxxx. Seller shall cooperate with the Purchaser and provide Purchaser and any party employed or engaged by Purchaser to perform any Investigations on the Property ("Purchaser's Representatives") with access to the Property for such Investigations (including tenant interviews) at all reasonable times through the Termination ...
