Common use of Investigation and Evaluation Clause in Contracts

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. The Seller acknowledges that: From the date of this Agreement until the applicable Closing Date, the Sellers shall, and shall cause the Acquired Companies and their Subsidiaries to (ia) during reasonable hours and under reasonable circumstances, give the Seller has such knowledge Buyer Parties and experience in their employees, accountants and other Representatives access to all premises, properties, books, records, 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 itinformation, including a mergerContracts, 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, officersdocuments, employees, attorneyspersonnel, accountants agents or other Representatives of the Acquired Companies and advisors have been given the opportunity to examine their Subsidiaries, (b) furnish to the full extent deemed necessary Buyer Parties and desirable their Representatives such financial, operating, marketing, employee, legal, regulatory and environmental related data and other information relating to the Acquired Companies, their Subsidiaries and the Properties as the Buyer Parties reasonably may request, and (c) promptly following the request thereof by the Seller all information Buyer Parties, seek to arrange such meetings and telephone conferences 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 employees or other Representatives of the Company Acquired Companies and each of its subsidiaries their Subsidiaries; provided, that such meetings and for telephone conferences shall be conducted in a manner that would not be expected to adversely interfere with 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 operations or business relationships of the information and material obtained by Acquired Companies or the Seller in Sellers with such Persons. Without the course prior written consent of such investigations; (vi) the Seller has not relied on Sellers, none of the Company Buyer Parties or any of their respective Representatives or Affiliates may contact any vendor, suppliers, contractors or customers of the Company’s subsidiaries with respect to any matter Acquired Companies or their Subsidiaries 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 transaction contemplated by this Agreement (for the avoidance of doubt, the Buyer Parties and their respective Representatives and Affiliates may continue to contact such vendors, suppliers, contractors and customers in lieu the ordinary course of any consideration that it may otherwise receive in a Transactionbusiness and consistent with past practice). The Sellers shall, and shall cause the Acquired Companies and their Subsidiaries to, fully cooperate with the conduct of due diligence by the Buyer Parties and their Representatives.

Investigation and Evaluation. The Seller (a) Each Investor acknowledges that: 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 Investor and its directors, officers, employees, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary by Investor all books, records and desirable by the Seller all other information with respect to the Company Partnership, the Subsidiaries and each of its subsidiaries and any potential Transaction as requested by the Seller; Business, including without limitation the Financial Statements, (ivii) the Seller Investor has taken full responsibility for determining the scope of its investigations of the Company Partnership, the Subsidiaries and each of its subsidiaries the Business, and for the manner in which such investigations have been conducted, and has examined the Company Partnership, the Subsidiaries and each of its subsidiaries the Business to the Seller’s Investor's full satisfaction; , (viii) the Seller Investor is fully capable of evaluating the adequacy and accuracy of the information and material obtained by the Seller Investor in the course of such investigations;, and (iv) except as otherwise provided in Section 3 hereof, THE PARTNERSHIP AND THE ▇▇▇▇▇▇ PARTNERS ARE NOT MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, OF ANY NATURE WHATEVER WITH RESPECT TO THE PARTNERSHIP, THE SUBSIDIARIES OR THE BUSINESS. (vib) Each Investor acknowledges that (i) the Seller Investor has not relied on taken full responsibility for evaluating the Company adequacy, completeness and accuracy of various forecasts, projections, opinions and similar material heretofore furnished by the Partnership, its affiliates or any of their representatives to the Company’s subsidiaries with respect to any matter Investor in connection with the Seller’s evaluation Investor's investigations of the Company Partnership, the Subsidiaries, and each their businesses, assets and liabilities; (ii) there are uncertainties inherent in attempting to make projections and forecasts and render opinions, and the Investor is familiar with such uncertainties; and (iii) neither the Partnership nor any affiliate of its subsidiaries the Partnership makes any representations or warranties concerning any such forecasts or projections. (c) Each Investor acknowledges that it has been advised by the Partnership that the Investor General Partner Interest and any potential Transactionthe Investor Limited Partner Interest (together, other than the "Partnership Interests") have not been registered under the Securities Act of 1933, as amended (the "Act"), that the Partnership Interests will be issued on the basis of the statutory exemption provided by Section 4(2) of the Act and/or Regulation D promulgated thereunder ("Regulation D") relating to transactions by an issuer not involving a public offering, and that the Partnership's reliance thereon is based in part upon the representations and warranties made by the Investors in this Agreement. Each Investor acknowledges that it has been informed by the Partnership of, or is otherwise familiar with, the nature of the Company specifically set forth in Section 2.2 limitations imposed by the Act and the rules and regulations thereunder on the transfer of this Agreement; and (vii) the Seller has evaluated its options and has determined in its business judgment securities. In particular, each Investor agrees to sell the Shares and Warrants upon be bound by the terms and conditions set forth in this Agreement and the Amended and Restated Partnership Agreement (as defined herein) and further agrees that no sale, assignment or transfer of the Partnership Interests shall be valid or effective, and the Partnership shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Partnership Interests is registered under the Act, it being understood that the Partnership has no obligation or intention to so register the Partnership Interests, (ii) the Partnership Interests are sold, assigned or transferred in lieu accordance with the requirements and limitations of Rule 144 under the Act, it being understood that Rule 144 is not available at the present time for the resale of the Partnership Interests and that there can be no assurance that Rule 144 will be available any consideration time in the future, or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the Act. (d) Each Investor is an Accredited Investor, as that term is defined in Regulation D. The Partnership Interests will be acquired by it may otherwise receive for its own account, not as a nominee or agent, for investment and without a view to resale or other distribution within the meaning of the Act, and the rules and regulations thereunder, and such Investor will not distribute or transfer any part of the Partnership Interests in a Transactionviolation of the Act.

Investigation and Evaluation. The Seller acknowledges that: From the date of this Agreement until the Closing Date, the Sellers (iand, in the case of TLG Nevada, ▇▇▇▇▇▇) shall, and shall cause the Acquired Companies and the Acquired Subsidiaries to (a) during reasonable hours and under reasonable circumstances, give the Buyer Parties and their employees, accountants and other Representatives access to all premises, properties, books, records, financial information, Contracts, documents, employees, personnel, agents or other Representatives of the Acquired Companies and the Acquired Subsidiaries, (b) furnish to the Buyer Parties and their Representatives such financial, operating, marketing, employee, legal, regulatory and environmental related data and other information relating to the Acquiring Companies and the Acquired Subsidiaries as the Buyer Parties reasonably may request, and (c) promptly following the request thereof by the Buyer Parties, seek to arrange such meetings and telephone conferences with employees or other Representatives of the Acquired Companies and the Acquired Subsidiaries; provided, that such meetings and telephone conferences shall be conducted in a manner that would not be expected to adversely interfere with the operations or business relationships of the Acquired Companies or the Seller has Parties with such knowledge and experience in financial and business matters and regarding Persons. Without 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 prior written consent of the Shares and Warrants to Sellers, none of the Company and to make an informed decision with respect thereto; (ii) Buyer Parties or any of their respective Subsidiaries, Representatives or Affiliates may contact any vendor, suppliers, contractors or customers of the Seller is aware that Acquired Companies or 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 Acquired Subsidiaries in connection with this Transaction (for the avoidance of doubt, the Buyer Parties and their respective Subsidiaries, Representatives and Affiliates may continue to contact such a Transaction; (iii) vendors, suppliers, contractors and customers in the ordinary course of business and consistent with past practice). The Seller Parties shall, and its directorsshall cause the Acquired Companies and the Acquired Subsidiaries to, officers, employees, attorneys, accountants and advisors have been given fully cooperate with the opportunity to examine to the full extent deemed necessary and desirable conduct of due diligence by the Seller all information with respect to the Company Buyer Parties 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 Transactiontheir Representatives.