Prior Investigation Clause Samples

The Prior Investigation clause establishes that a party has conducted all necessary inspections, reviews, or due diligence regarding a subject matter—such as property, assets, or contractual obligations—before entering into the agreement. In practice, this means the party cannot later claim ignorance of defects, issues, or risks that a reasonable investigation would have revealed; for example, a buyer of real estate affirms they have examined the property and accept its condition. This clause's core function is to allocate risk by preventing parties from seeking remedies for issues that could have been discovered through prior investigation, thereby promoting finality and certainty in the transaction.
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Prior Investigation. In case that the CNH becomes aware of any indication of breach to any obligation derived from this Contract that may imply a possible cause of administrative rescission as provided by the Article 23.1, it shall notify the Contractor and it will gather the elements and the necessary proofs to determine if the reason for which the previous investigation was originated, constitutes a cause to initiate the rescission procedure, as provided by Article 23.3. In terms of Article 23.1 subparagraph (d), the prior investigation will be conducted to determine the possible existence of Willful Misconduct or Fault attributable to the Contractor.
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Prior Investigation. 62 23.3............. Procedure for Administrative Rescission. 63
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Prior Investigation. In case CNH suspects a breach to any obligation derived from this Contract that may imply a possible cause of administrative rescission as provided by the Article 23.1, CNH shall notify the Contractor and will gather elements and necessary proofs to determine if the reason for which the previous investigation was originated constitutes a cause to initiate the rescission procedure, as provided by Article 23.3. In terms of Article 23.1 subparagraph d), the prior investigation will be conducted to determine the possible existence of Willful Misconduct or Fault attributable to the Contractor. This analysis period shall not last less than thirty (30) Days and not exceed two (2) Years. During this period the Contractor shall guarantee the continuity of the Petroleum Activities, as long as it is technically viable. The foregoing without prejudice of the option to the Contractor to notify CNH any signs of breach with regard of any obligation derived from this Contract that may imply a probable cause for administrative rescission as provided by Article 23.1 excluding its subparagraph (d), and to submit a proposal for remediation of such potential breach for the approval of CNH. With regard to the provisions of this Article 23.2 and in case that the Contractor deems it necessary, the Contractor and CNH will designate by mutual agreement an independent expert that shall comply with the requisites set forth in Article 26.3. The opinions of such independent expert will not be binding for CNH or any other Governmental Authority. During the prior investigation stage the Contractor and the independent expert may prepare and present reports related with the possible cause of administrative rescission.
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Related to Prior Investigation

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Investigation To make investigation about the accuracy of representations, warranties or other obligations of the Issuer under the Transaction Documents.

  • Investigation Period The first sentence of Section 4.1 of the Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof: “During the time period commencing upon the Effective Date of this Agreement, and terminating at 11:59 p.m. on October 18, 2012 (the “Investigation Period”), Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1.”

  • 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.