Investigation by Seller. From the date hereof through the Closing, Buyer shall afford the Representatives of Seller and its Affiliates reasonable access at all reasonable times to the business and assets of Buyer and its Subsidiaries for the purpose of inspecting the same, and to the officers, employees and Representatives, properties, Buyer's Books and Records and Buyer's Contracts and shall furnish Seller and its Representatives all financial, operating and other data and information as Seller or its Affiliates, through their respective Representatives, may reasonably request.
Investigation by Seller. 34 6.10 SECTION 338 ELECTION..................................................34 6.11
Investigation by Seller. Seller acknowledges that (1) it is a sophisticated investor in businesses, (2) it has been given sufficient access to all information requested by it, and (3) in entering into this Agreement and the Ancillary Agreements, it has not relied upon anything other than the Purchaser Disclosure Schedule, and the representations, warranties, covenants and agreements of Purchaser set forth in this Agreement and the Ancillary Agreements.
Investigation by Seller. Seller acknowledges that upon execution of this Agreement, it has completed its own investigation and undertaken any and all due diligence.
Investigation by Seller. In connection with any matter or circumstance notified by Purchaser pursuant to Clause 11.1 or 11.2:
11.4.1 Purchaser shall allow, and shall procure that the relevant member of Purchaser’s Group allows, Seller and its financial, accounting and legal advisers to investigate the matter or circumstance alleged to give rise to such claim and whether and to what extent any amount is or may be payable in respect of such claim; and
11.4.2 Purchaser shall disclose to Seller all information of which Purchaser or any other member of Purchaser’s Group is aware which relates to the claim and shall procure that the relevant members of Purchaser’s Group shall give, subject to their being paid reasonable costs and expenses, all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as Seller or its financial, accounting or legal advisers may reasonably request, subject to Seller agreeing in such form as Purchaser may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question.
Investigation by Seller. Buyer shall furnish to Seller or its authorized ------------------------ representatives such information concerning Buyer as shall be reasonably requested, including all such information as shall be necessary to enable Seller or its authorized representatives to verify the accuracy of the representations and warranties contained in this Agreement, to verify that the covenants of Buyer contained in this Agreement have been complied with and to determine whether the conditions set forth in Article IX have been satisfied. No investigation made by Seller or its authorized representatives hereunder shall affect the representations and warranties of Buyer hereunder.
Investigation by Seller. (a) The Buyer must allow, and must procure that the Company allows the Seller, its Representatives and advisers to investigate the matter or circumstance alleged to give rise to any claim and whether and to what extent any amount is payable in respect of that claim. For that purpose, the Buyer must give, and procure that the Company gives (subject to it being paid all reasonable costs and expenses) all the information and assistance, including access to premises and personnel, and the right to examine and copy any Records as the Seller or its Representatives and advisers may reasonably request. Share Sale and Purchase Agreement | 35
(b) The Seller must keep all that information confidential and may only use it for the purpose of the claim and use its reasonable efforts to minimise disruption to the business.
Investigation by Seller. Without prejudice to the validity of the claim or alleged claim in question, Buyer shall allow, and shall procure that the Company allows, Seller and its accountants and professional advisors to investigate at Seller’s costs the matter or circumstance alleged to give rise to such claim, and whether and to what extent any amount is payable in respect of such claim and for such purpose Buyer shall give, and shall procure that the Company gives, subject to all reasonable costs and expenses being reimbursed to them, all such information and assistance, including access to personnel and the right to examine and copy or photograph any assets, accounts, documents and records, all to the extent reasonably related to the matter of the claim in question and as the Seller or its accountants or professional advisors may reasonably request. Seller agrees to keep all such information confidential and only to use it for the purpose of the claim in question.
Investigation by Seller. Seller has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, and prospects of Buyer, which investigation, review and analysis was done by Seller and its affiliates and, to the extent Seller deemed appropriate, by Seller's representatives. Seller acknowledges that Buyer has provided Seller with access to the properties, premises, contracts and records of Buyer for this purpose. Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Seller (i) acknowledges that, except for those representations or warranties expressly set forth in this Agreement, it shall not be entitled to rely on any representation or warranty, either express or implied, previously made by Buyer or any of its agents, representatives, employees or affiliates as to the accuracy or completeness of any of the information provided or made available to Seller or its agents or representatives, and (ii) agrees that none of Buyer nor Buyer's Subsidiaries or any of their respective agents, representatives, employees or affiliates has or shall have any liability or responsibility whatsoever to Seller or any of its agents or representatives on any basis (including in contract or tort, under federal or state securities laws, or otherwise but excluding fraud) based upon any information provided or made available, or statements made, to Seller or its agents or representatives prior to the date hereof.
Investigation by Seller. Prior to the Closing, Buyer shall furnish to Seller such information concerning Buyer as shall be reasonably requested, including all such information as shall be necessary to enable Seller to verify the accuracy of the representations and warranties contained in this Agreement and to verify that the covenants of Buyer contained in this Agreement have been complied with.
