Purchaser’s Reports Sample Clauses

Purchaser’s Reports. Within ten (10) days of receipt thereof, Purchaser shall furnish to Wal-Mart a copy of any and all reports, inspection results, or other analyses regarding a Property, including but not limited to survey, soils tests, engineering studies or environmental studies, obtained by Purchaser with respect to any Property.
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Purchaser’s Reports. In addition to the Review Documentation, Purchaser shall have the right to obtain and approve (IN PURCHASER'S SUBJECTIVE GOOD FAITH AND BUSINESS JUDGMENT AND AT PURCHASER'S SOLE DISCRETION), during the Review Period, any other "due diligence" investigations of Seller and the Property (the "PURCHASER'S REPORTS"), as Purchaser deems necessary, including, without limitation, the following, IF AND TO THE EXTENT required by Purchaser: (a) ADDITIONAL ENVIRONMENTAL, GEOTECHNICAL, STRUCTURAL AND OTHER REPORTS. Such environmental updates or reliance letters or additional environmental, geotechnical, structural and other reports, studies and assessments, as Purchaser may desire (IN PURCHASER'S SUBJECTIVE GOOD FAITH AND BUSINESS JUDGMENT AND AT PURCHASER'S SOLE DISCRETION), with respect to the Properties.
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Purchaser’s Reports. In addition to Seller's Reports, Purchaser shall -------------------- obtain and shall have the right to obtain and approve any other reports regarding Seller or the Property (the "PURCHASER'S REPORTS"), including, without limitation, the following, IF AND TO THE EXTENT required by Purchaser: --------------------
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Purchaser’s Reports. If requested by Sellers, Purchaser shall provide a copy to Sellers of all environmental studies, reports, and assessments prepared by any Person for or on behalf of Purchaser in connection with the Inspections (the "Purchaser Reports"), and if also requested by Sellers, at Sellers' cost and expense, Purchaser shall use commercially reasonable efforts to obtain an original of any such Purchaser Reports for Sellers, together with a reliance letter from such Person in favor of Sellers. This Section 2.1(c) shall survive the termination of this Agreement and the Closing.
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Purchaser’s Reports. Quarterly, within thirty (30) days after the first days of January, April, July, and October of each year during the continuance of this Agreement, Purchaser shall render written reports stating in each such report the quantities of all Carbon Cold Cathode Products sold or licensed during the proceeding three calendar months, except that the first such report shall cover only the portion of the quarter between the Effective Date of this Agreement and the end of the quarter. Each such report shall be accompanied by remittance in full covering the royalties shown to be due Seller. Royalties paid on Carbon Cold Cathode Products that are returned by customers may be credited against future royalty payments, provided royalties are paid on any such returned Carbon Cold Cathode Products that are later sold or licensed. No royalties may be paid on Carbon Cold Cathode Products furnished to customers without charge to replace returned Carbon Cold Cathode Products on which royalties have been paid, provided no credit is taken against royalty payments for such returned Carbon Cold Cathode Products.
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Purchaser’s Reports. Upon any termination of this Agreement, Purchaser shall promptly provide Seller with copies of any and all audits, inspections, surveys, reports and studies produced by or for Purchaser in connection with Purchaser’s investigation and evaluation of the Property prior to Closing (the “Purchaser’s Reports”). Said materials shall be provided without any warranty or representation whatsoever, including any warranty or representation as to ownership, completeness or occuracy.
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Purchaser’s Reports. Purchaser hereby agrees to furnish a copy of any ------------------- survey, soils tests, engineering studies or environmental studies, when they are obtained, and/or any other non-confidential data that they may obtain during the time frames within this Agreement to Seller.
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Purchaser’s Reports. The Purchaser has delivered to the Sellers true, correct and complete copies of the Purchaser's Reports, together with any amendments thereto. The Purchaser's Reports, at the respective date of their filing with the Securities and Exchange Commission, did not contain any untrue statement of a material fact and did not fail to state any material fact necessary in order to make any statement made therein, in the light of the circumstances under which they were made, not misleading.
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Related to Purchaser’s Reports

  • Purchaser’s Representations Purchaser hereby represents and warrants to Seller that: 11.1 Purchaser is duly organized, validly existing and in good standing under the laws of the state of its formation, or otherwise will be qualified to conduct business in the state in which the Property is located, and has all right and power to acquire, own and operate the Property. 11.2 Purchaser has the legal capacity, right and authority to enter into this Agreement and to consummate the transaction contemplated by this Agreement and has taken all necessary action to authorize the execution, delivery and performance of the terms and conditions of this Agreement. 11.3 This Agreement, and the documents to be executed and delivered by Purchaser in connection with the consummation of this Agreement, are and shall be valid and binding in accordance with their respective terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity). 11.4 The execution, delivery and performance by Purchaser of this Agreement are not precluded or proscribed by, and will not, to the best of Purchaser’s knowledge, (i) violate any provision of any existing law, statute, rule or order, decree, writ or injunction of any court, governmental department, commission, board, bureau, agency or instrumentality, or (ii) result in a material breach of, or a material default under any agreement, mortgage, contract, undertaking or other instrument or document to which Purchaser is a party or by which Purchaser is bound or to which Purchaser is subject. 11.5 There are no suits, actions, arbitrations, or legal, administrative or other proceedings pending against Purchaser which would impair or otherwise materially adversely affect Purchaser’s ability to perform its obligations under this Agreement. 11.6 Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or, to the best of Purchaser’s knowledge, suffered the filing of an involuntary petition by Purchaser’s creditors; (iii) to the best of Purchaser’s knowledge, suffered the appointment of a receiver to take possession of all or substantially all of Purchaser’s assets; (iv) to the best of Purchaser’s knowledge, suffered the attachment or other judicial seizure of all or substantially all of Purchaser’s assets; (v) admitted in writing Purchaser’s inability to pay Purchaser’s debts as they come due; or (vi) made an offer of settlement, extension or composition to Purchaser’s creditors generally. 11.7 Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Agreement: (i) Purchaser is expressly purchasing the Property (and any part thereof) in its existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary or appropriate with respect to the Property and the transaction contemplated by this Agreement; (iv) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) Purchaser has undertaken or will undertake all such inspections and investigations of the Property as Purchaser deems necessary or appropriate with respect to the Property and the suitability of the Property for Purchaser’s intended use, and based upon same, Purchaser is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, Purchaser has approved or will approve the Property in all respects, and Purchaser is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; and (vi) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Agreement and thereafter to purchase the Property or for any other purpose. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and 11.8 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO THE PROPERTY, TAX LIABILITIES, ZONING, PROPERTY VALUE, AVAILABILITY OF ACCESS OR UTILITIES, INGRESS OR EGRESS, GOVERNMENTAL APPROVALS, OR THE SOIL CONDITIONS OF THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY “AS IS” AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER WITH RESPECT TO THE LAND OR THE PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

  • Shareholder Reports All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • SELLER’S DISCLOSURES In order to meet the Buyer’s obligations during the Inspection Period, the Seller shall be required to provide the following documents and records, to the extent they are within the possession or control of the Seller, at the Seller’s sole cost and expense:

  • Auditor's Reports Promptly upon receipt thereof, a copy of any other report or "management letter" submitted by independent accountants to any Consolidated Party in connection with any annual, interim or special audit of the books of such Person.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Seller’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Section 7.1, Seller shall deliver to Purchaser , at the Closing, physical possession of all tangible Purchased Assets, and shall execute (where applicable in recordable form) and/or deliver or cause to be executed and/or delivered to Purchaser all of the following: (a) the Employment Agreement, executed by Woody; (b) certified copies of Seller's Articles of Incorporation and By-laws; (c) certificates of good standing of Seller, issued not earlier than ten (10) days prior to the Closing Date by the State Corporation Commission of Virginia; (d) an incumbency and specimen signature certificate with respect to the officers of Seller executing this Agreement and Seller's Ancillary Documents on behalf of Seller; (e) a certified copy of resolutions of Seller's board of directors and shareholders, authorizing the execution, delivery and performance of this Agreement and Seller's Ancillary Documents; (f) a xxxx of sale, executed by Seller, conveying all of the Equipment and other tangible personal property included in the Purchased Assets to Purchaser, free and clear of all Liens and containing the warranties of title set forth in this Agreement; (g) an assignment to Purchaser executed by Seller, assigning to purchaser all of the Purchased Assets (other than the Equipment), free and clear of all Liens and containing the warranties of title set forth in this Agreement. If necessary in the reasonable opinion of Purchaser's counsel, Seller shall also execute and deliver (in recordable form where required) separate assignments of any of the Purchased Assets, where applicable, in the form required by the applicable governmental agencies, insurance companies, customers, lessors, and other parties with whom the assignments must be filed; (h) a closing certificate duly executed by the President and Vice President if any of Seller, on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that Seller's representations and warranties to Purchaser are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Seller at the Closing have been executed by duly authorized officers of Seller; (i) to the extent obtained, all necessary Consents or alternate arrangements with respect thereto, all as reasonably acceptable to Purchaser; (j) certificates of title or origin (or like documents) with respect to all vehicles included in the Purchased Assets and other Equipment for which a certificate of title or origin is required in order for title thereto to be transferred to Purchaser; (k) the written opinion of counsel to Seller, addressed to Purchaser, dated as of the Closing Date, in substantially the form of Exhibit G (it being understood that Purchaser's lenders may rely upon such opinion); and (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) the customer list described in Section 1.2 (c).

  • Seller’s Closing Deliveries Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

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