Due Diligence and Inspection Sample Clauses

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Due Diligence and Inspection. LEGAL02/39345998v7
Due Diligence and Inspection. Buyer represents and warrants to Seller that: (1) prior to the execution of this Agreement, Buyer has had adequate time and access to the Property to conduct a complete and thorough inspection of the Property, examine all title matters concerning the Property and all agreements relating to the Property, including but not limited to the disclosures and reports required by any ordinance, or has freely and voluntarily waived the right to conduct any such inspections; (2) prior to the execution of this Agreement, Buyer has conducted and completed such inspections, or has freely and voluntarily waived the right to conduct any such inspections; (3) Buyer is purchasing the Property based solely upon Buyer’s own inspection of the Property and not on any representations by or materials from Seller; (4) prior to the execution of this Agreement, Buyer has satisfied himself/herself/itself in all respects as to the Property and the condition thereof, including, without limitation, its location, its insurability, its physical condition, its environmental condition, the structural integrity of any and all improvements on the Property, all title matters concerning the Property; and (5) Buyer is aware of all laws, ordinances and requirements affecting the use, condition and ownership of the Property, including, without limitation, all applicable zoning and land use regulations and local ordinance. Seller makes no representation or warranty, and Buyer has investigated to Buyer’s satisfaction, regarding whether the location of the Property is in an earthquake fault zone, seismic hazard zone, flood hazard zone, stated responsibility area (fire hazard area), very high fire hazard severity zone, or area of potential flooding, or whether the Property is subject to any flood disaster or other insurance requirements or whether the Property contains wetlands or other environmental constraints.
Due Diligence and Inspection. The Buyer shall have been satisfied in its reasonable discretion with its due diligence review and inspections of the business, operations assets and records of the Company and BFI with respect to the operation of the Business of the Company and BFI and the transactions contemplated hereby; provided, however, that if the Buyer does not deliver to the Company a written notice of termination of this Agreement as a result of such due diligence review and the review of the Disclosure Schedules on or before the later of: (a) five (5) business days after final delivery of the Disclosure Schedules; or (b) one (1) day prior to the Closing Date, then this condition shall be deemed to have been fulfilled.
Due Diligence and Inspection. EXT acknowledges that IAHC has made available to it geological reports, surveys, conveyance and recording documents and all other due diligence materials regarding the Mineral Properties that EXT has requested (together "Due Diligence Materials"). EXT acknowledges that any information contained in these materials produced to EXT is constructively known to EXT and accepted by EXT prior to entering into this Agreement. EXT has waived its right to physically inspect the properties at this time but may conduct a physical inspection of the properties at any time. EXT has 90 days from the date of this Agreement to make a physical inspection of the properties and conduct its own independent mineral and geological analysis (together "Inspection"). In the event that the Inspection reveals any information that is materially different than what was represented to EXT in the Due Diligence Materials, EXT shall have the right to cancel this Agreement and the JVA without penalty upon five (5) days written notice. Also, in the event that subsequent to this 90 day period, competent geological experts retained as third parties should determine that the gold deposits are less extensive or efficiently mined than was contemplated in the Due Diligence Materials, EXT may terminate this Agreement without penalty.
Due Diligence and Inspection. Spectral acknowledges that Gamma has made available to it geological reports, surveys, conveyance and recording documents and all other due diligence materials regarding K1 and K2 that Spectral has requested (together "Due Diligence Materials"). Spectral acknowledges that any information contained in these materials produced to Spectral during the period September 13 through September 19 is constructively known to Spectral and accepted by Spectral prior to entering into this Agreement. Spectral has waived its right to physically inspect the properties at this time but may conduct a physical inspection of the properties at any time. Spectral has 90 days from the date of this Agreement to make a physical inspection of the properties and conduct its own independent mineral and geological analysis (together "Inspection"). In the event that the Inspection reveals any information which is materially different than what was represented to Spectral in the Due Diligence Materials, Spectral shall have the right to cancel this Agreement and the JVA without penalty upon five (5) days written notice.
Due Diligence and Inspection 

Related to Due Diligence and Inspection

  • Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner’s expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder’s expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work.

  • Audits and Inspections At any time during normal business hours and as often as the City may deem necessary, Service Provider shall make available to the City for the City’s examination all of Service Provider’s records and documents with respect to all matters covered by this Agreement and, furthermore, Service Provider will permit the City to audit, examine and make copies, excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement.

  • Maintenance and Inspection Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Visits and Inspections The Parent and the Borrower shall, and shall cause each Subsidiary to, permit representatives or agents of any Lender or the Agent, from time to time after reasonable prior notice if no Event of Default shall be in existence, as often as may be reasonably requested, but only during normal business hours and at the expense of such Lender or the Agent (unless a Default or Event of Default shall exist, in which case the exercise by the Agent or such Lender of its rights under this Section shall be at the expense of the Borrower), as the case may be, to: (a) visit and inspect all properties of the Parent, the Borrower or such Subsidiary to the extent any such right to visit or inspect is within the control of such Person; (b) inspect and make extracts from their respective books and records, including but not limited to management letters prepared by independent accountants; and (c) discuss with its officers and employees, and its independent accountants, its business, properties, condition (financial or otherwise), results of operations and performance. If requested by the Agent, the Parent and the Borrower shall execute an authorization letter addressed to its accountants authorizing the Agent or any Lender to discuss the financial affairs of the Parent and any Subsidiary with its accountants.