Investigation and Evaluation Clause Samples
Investigation and Evaluation. The Seller acknowledges that:
(i) the Seller has such knowledge and experience in financial and business matters and regarding the type of businesses conducted by the Company and each of its subsidiaries as to enable the Seller to evaluate the merits and risks of a sale of the Shares and Warrants to the Company and to make an informed decision with respect thereto;
(ii) the Seller is aware that the Company is currently considering strategic alternatives that may be available to it, including a merger, sale, joint venture or other comparable transaction (a “Transaction”) and that the Purchase Price may be less than the possible consideration that the Seller might obtain for the Shares and the Warrants in connection with such a Transaction;
(iii) the Seller and its directors, officers, employees, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by the Seller all information with respect to the Company and each of its subsidiaries and any potential Transaction as requested by the Seller;
(iv) the Seller has taken full responsibility for determining the scope of its investigations of the Company and each of its subsidiaries and for the manner in which such investigations have been conducted, and has examined the Company and each of its subsidiaries to the Seller’s full satisfaction;
(v) the Seller is fully capable of evaluating the adequacy and accuracy of the information and material obtained by the Seller in the course of such investigations;
(vi) the Seller has not relied on the Company or any of the Company’s subsidiaries with respect to any matter in connection with the Seller’s evaluation of the Company and each of its subsidiaries and any potential Transaction, other than the representations and warranties of the Company specifically set forth in Section 2.2 of this Agreement; and
(vii) the Seller has evaluated its options and has determined in its business judgment to sell the Shares and Warrants upon the terms and conditions set forth in this Agreement in lieu of any consideration that it may otherwise receive in a Transaction.
Investigation and Evaluation. Purchaser and Parent acknowledge that (a) they are experienced in the operation of the type of business conducted by the Company, and (b) they and their directors, officers, attorneys, accountants and advisors have been given a full opportunity to examine the books, records and other information with respect to the Company and ask questions of the Company.
Investigation and Evaluation. The Buyer acknowledges that (a) the Buyer and its directors, officers, attorneys, accountants, and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by the Buyer all books, records, and other information with respect to each Target Company and its business, assets, and liabilities, and (b) the Buyer has taken full responsibility for determining the scope of its investigations of each Target Company and its business, assets, and liabilities, and for the manner in which such investigations have been conducted, and has examined each Target Company and its business, assets, and liabilities to the Buyer’s full satisfaction. No investigation made heretofore by the Buyer or its agents shall in any way limit or affect the representations, warranties, covenants and indemnities of the Company and the Sellers hereunder.
Investigation and Evaluation. Under the Restoration Agreement and the Klamath Basin Water Supply Enhancement Act, Reclamation will continue to evaluate opportunities to increase storage opportunities in the Upper Klamath Basin. Opportunities for increased storage could include on-stream, off-stream, or groundwater storage. Reclamation has completed the Klamath Basin Water Supply Investigation alternatives report and will continue, in coordination with the Parties, to evaluate opportunities with the potential to improve surface water supply conditions in the Upper Klamath Basin.
Investigation and Evaluation. Execution of this Agreement shall constitute the Buyer's representation that the Buyer has requested and been provided with the opportunity to review and examine originals or copies of such documents of or relating to the Business and the Transferred Assets and the transactions contemplated by this Agreement as the Buyer has deemed necessary or desirable to evaluate the merits of purchasing the Transferred Assets and assuming the Assumed Liabilities and the Buyer has made its determination to do so solely based upon its own analysis. The Buyer understands and agrees that the Seller makes and has made no representations in connection with the purchase and transfer by the Buyer of the Transferred Assets and Assumed Liabilities other than those expressly contained herein, which have been relied upon by the Buyer in entering into this Agreement.
Investigation and Evaluation. Buyer acknowledges and agrees that (a) Buyer is fully capable of evaluating the adequacy and accuracy of the information and material obtained by Buyer in the course of such investigations, and (b) Buyer has not relied on Seller or Parent with respect to any matter in connection with Buyer’s evaluation of the Contemplated Business, the Purchased Assets, and the Assumed Liabilities, other than the representations and warranties of Seller specifically set forth in Section 4.
Investigation and Evaluation. The Buyer acknowledges that (a) the Buyer is experienced in the operation of the type of business conducted by the Company, the Management Subsidiary, the Master Partnership and the Operating Partnerships, (b) the Buyer and its directors, officers, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary by the Buyer all books, records and other information with respect to the Company, the Management Subsidiary, the Master Partnership and the Operating Partnerships, (c) the Buyer has taken full responsibility for determining the scope of its investigations of the Company, the Management Subsidiary, the Master Partnership and the Operating Partnerships, and for the manner in which such investigations have been conducted, and has examined the Company, the Management Subsidiary, the Master Partnership and the Operating Partnerships to the Buyer's full satisfaction, (d) the Buyer is fully capable of evaluating the adequacy and accuracy of the information and material obtained by the Buyer in the course of such investigations, (e) the Buyer has not relied on the Shareholder with respect to any matter in connection with the Buyer's evaluation of the Company, the Management Subsidiary, the Master Partnership and the Operating Partnerships, other than the representations and warranties specifically set forth in Article 3, and (f) the Shareholder is making no representations or warranties, express or implied, of any nature whatever with respect to the Company, the Management Subsidiary, the Master Partnership and the Operating Partnerships, other than the representations and warranties of the Shareholder specifically set forth in Article
Investigation and Evaluation. The Purchaser acknowledges that (i) the Purchaser and its directors, officers, attorneys, accountants and advisors have been given or will be given prior to the Closing the opportunity to examine all books, records and other information with respect to the Seller, the Facilities, the Purchased Assets, and the Assumed Liabilities made available to the Purchaser under SECTION 4.3 hereof, (ii) the Purchaser has taken full responsibility for determining the scope of its investigations of the Seller, the Facilities, the Purchased Assets, and the Assumed Liabilities, and for the manner in which such investigations have been conducted, (iii) the Purchaser is fully capable of evaluating the adequacy and accuracy of the information and material obtained by the Purchaser in the course of such investigations, (iv) the Purchaser has not relied on the Seller with respect to any matter in connection with the Purchaser's evaluation of the Seller, the Facilities, the Purchased Assets, and the Assumed Liabilities, other than the representations and warranties of the Seller specifically set forth in SECTION 3.1 and other agreements of the Seller set forth herein, and (v) the Seller is making no representations or warranties, express or implied, of any nature whatever with respect to the Seller, the Purchased Assets, and the Assumed Liabilities, other than the representations and warranties specifically set forth in SECTION 3.1 and elsewhere herein.
Investigation and Evaluation. Buyer and its directors, officers, employees, lawyers, accountants and advisors have been given the opportunity to examine all books, records and other information with respect to the Acquired Companies. Buyer has determined the scope of its investigations of the Acquired Companies and the manner in which such investigations have been conducted. Buyer is capable of evaluating the adequacy and accuracy of the information and material obtained by Buyer in the course of such investigations. Buyer has not relied on any information delivered to Buyer with respect to any matter in connection with Buyer’s evaluation of the Acquired Companies, other than the representations and warranties of Seller specifically set forth in Section 3(a) and Section 4. Buyer further acknowledges that neither Seller nor any Acquired Company, nor any of their respective representatives or any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any forward-looking memoranda, charts, forecasts or other forward-looking information, summaries or schedules heretofore made available by Seller or any of the Acquired Companies, or their respective representatives, to Buyer or any other information that is not included in this Agreement, any other Transaction Document or the Seller Disclosure Letter, and neither Seller nor any of the Acquired Companies, nor any of their respective representatives or any other Person, will have or be subject to any liability to Buyer or any other Person resulting from the distribution of any such information to, or use of any such information by, Buyer or any of its agents, consultants, accountants, counsel or other representatives. Notwithstanding the foregoing, nothing set forth herein shall limit or otherwise impair the rights of Buyer under (A) this Agreement or (B) applicable law, in each case arising out of Fraud.
Investigation and Evaluation. Seller and the Stockholders each ---------------------------- acknowledge that (a) the Stockholders are experienced in the operation of the type of business conducted by Buyer, (b) the Stockholders, Seller and their directors, officers, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by Seller and the Stockholders all books, records and other information with respect to Buyer and its business, assets and liabilities, (c) Seller and the Stockholders have taken full responsibility for determining the scope of their investigations of Buyer and its business, assets and liabilities, and for the manner in which such investigations have been conducted, and have examined Buyer and its business, assets and liabilities to Seller and the Stockholders' full satisfaction, (d) Seller and the Stockholders are fully capable of evaluating the adequacy and accuracy of the information and material obtained by Seller and the Stockholders in the course of such investigations and (e) Seller and the Stockholders have not relied on Buyer or any of its directors, officers, attorneys, accountants and advisors with respect to any matter in connection with Seller and the Stockholders evaluation of Buyer and its business, assets and liabilities and the transactions contemplated hereby, other than the representations and warranties of Buyer specifically set forth in Article V.