Investigation by the Seller Sample Clauses

Investigation by the Seller. In connection with any matter or circumstance that may give rise to a Claim Notification: (i) The Buyer shall allow, and shall procure that the Companies allow, the Seller to investigate the matter or circumstance alleged to give rise to the Claim Notification and whether and to what extent any amount is payable in respect of such Claim Notification; and (ii) The Buyer shall disclose to the Seller all material of which the Buyer is aware which relates to the Claim Notification and shall, and shall procure that the Companies, give all such reasonable information and assistance, including access to premises and personnel, provided that all information made available to the Seller under this Clause shall be treated as Confidential Information.

Investigation by the Seller. In connection with any matter or circumstance notified by the Purchaser pursuant to Clause 13.1 or 13.2: 13.4.1 the Purchaser shall allow, and shall procure that each Group Entity and the other relevant members of the Purchaser’s Group allow, the Seller and its Representatives to investigate 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 13.4.2 the Purchaser shall disclose to the Seller all information of which the Purchaser or any other member of the Purchaser’s Group is aware which relates to the claim, and shall procure that all relevant members of the Purchaser’s Group 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, in each case as the Seller or its Representatives may reasonably request.

Investigation by the Seller. In connection with any matter or circumstance notified by the Purchaser pursuant to Clause 11.1 or 11.2 the Purchaser's Group shall allow the Seller and its Representatives 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.

Investigation by the Seller. In connection with any matter or circumstance that may give rise to a claim against the Seller for breach of any Seller's Warranty: 7.4.1 the Purchaser shall allow, and shall procure that the relevant Group Company allows, the Seller and its financial, accounting or legal advisers to investigate the matter or circumstance alleged to give rise to a claim and whether and to what extent any amount is payable in respect of such claim; and 7.4.2 the Purchaser shall disclose to the Seller all material of which the Purchaser is aware which relates to the claim and shall, and shall procure that the relevant Group Company shall, give, subject to their being paid all 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 the Seller or its professional advisers may reasonably request subject to the Seller agreeing in such form as the 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 the Seller. In connection with any fact, matter, event or circumstance that may give rise to a claim against any member of the Seller’s Group under this Agreement or any other Transaction Document (other than any Tax Deed, to which the provisions of that Tax Deed shall apply, and other than the Transitional Services Agreement and either Schlumberger Master Services Agreement) or any Transfer Document, the Purchaser shall procure that each relevant member of the Purchaser’s Group: 13.4.1 shall allow the Seller and its financial, accounting and/or legal advisers to investigate the fact, matter or circumstance alleged to give rise to such a claim and whether and to what extent any amount is payable in respect of such claim; and 13.4.2 shall disclose to the Seller (or any other member of the Seller’s Group) all material of which each such member of the Purchaser’s Group is aware which relates to the claim and shall, and shall procure that any other relevant members of the Purchaser’s Group shall, give, subject to their being paid all 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 the Seller or its financial, accounting or legal advisers may reasonably request, subject to the Seller agreeing in such form as the 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 and provided that no member of the Purchaser’s Group shall be under any obligation to disclose any information or documentation that is legally privileged in respect of a claim that it has against a member of the Seller’s Group.

Investigation by the Seller. In connection with any matter or circumstance that may give rise to a Claim: 13.4.1 the Investor shall allow, and shall procure that the relevant XxxX Group Company allows, the Seller and its financial, accounting or legal advisers to investigate the matter or circumstance alleged to give rise to the Claim and whether and to what extent any amount is payable in respect of such Claim; and 13.4.2 the Investor shall disclose to the Seller all material of which the Investor is aware which relates to the Claim and shall, and shall procure that any other XxxX Group Companies shall, give, subject to their being paid all reasonable costs and expenses, all such information and assistance, including access to premises and personnel, making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller or its financial, accounting or legal advisers may reasonably request subject to the Seller agreeing in such form as the Investor 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 the Seller. In connection with any matter or circumstance that may give rise to a Claim (other than a Tax Claim): 12.4.1 subject to Clause 12.4.2, the Purchaser shall disclose to the Seller or its financial, accounting or legal advisers all books, records and information as it is reasonable to provide and which the Seller may reasonably request from time to time, and (subject to being paid all reasonable costs and expenses) give the Seller reasonable access to premises, assets and personnel, so as to enable the Seller to investigate the matter or circumstance alleged to give rise to the Claim and whether and to what extent any amount is payable in respect of such Claim subject to the Seller agreeing in such form as the 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; and 12.4.2 in respect of the indemnity set out in Clause 7, in the event of any inconsistency between the provisions of Schedule 6 and the terms of this Clause 12.4, the provisions of Schedule 6 shall prevail to the extent of such inconsistency.

Investigation by the Seller. In connection with any matter or circumstance that may give rise to a claim against the Seller or Obligor under this Agreement, to the extent permitted by Applicable Law: 11.4.1 the Purchaser shall allow, and after Closing shall procure that the relevant Target Group Company allows, the Seller and its financial, accounting or legal advisers to investigate the matter or circumstance alleged to give rise to a claim and whether and to what extent any amount is payable in respect of such claim; and 11.4.2 the Purchaser shall disclose to the Seller all material information of which the Purchaser or any Target Group Company is aware which relates to the claim and shall, and shall procure that any other relevant members of the Purchaser’s Group (including, after Closing, the Target Group Companies) shall, give, subject to their being paid all reasonable costs and expenses, all material information and assistance reasonably requested by the Seller, including reasonable access to premises and personnel, making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller or its financial, accounting or legal advisers may reasonably request subject to the Seller agreeing in such form as the Purchaser may reasonably require to keep all such information confidential and to use it solely for the purpose of investigating and defending the claim in question.

Investigation by the Seller. In connection with any matter or circumstance that may give rise to a claim against the Seller or DB London under this Agreement or under the Tax Indemnity: 7.3.1 the Purchaser shall allow, and shall procure that the Company allows, the Seller or DB London (as the case may be) and their respective financial, accounting or legal advisers to investigate the matter or circumstance alleged to give rise to a claim and whether and to what extent any amount is payable in respect of such claim; and 7.3.2 the Purchaser shall disclose to the Seller or DB London (as the case may be and at their cost) all material of which the Purchaser is aware which relates to the claim and shall, and shall procure that any other relevant members of the Purchaser’s Group shall, give 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 the Seller or DB London (as the case may be) or their respective financial, accounting or legal advisers may reasonably request subject to the Seller or DB London (as the case may be) agreeing in such form as the 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 the Seller. In connection with any matter or circumstance notified by the Purchaser pursuant to clause 12.1 or 12.2: 12.4.1 the Purchaser shall allow, and shall procure that the Company and the other relevant members of the Purchaser’s Group allow, the Seller and its financial, accounting, legal or other advisers to investigate 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; provided the Purchaser may exclude the Seller’s Group and its advisors from such investigation to the extent it is legally prohibited from allowing the Seller’s Group and its advisors to so investigate; and 12.4.2 the Purchaser shall disclose to the Seller all material of which the Purchaser is aware which relates to the claim, and shall procure that all other members of the Purchaser’s Group shall, give 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, in each case as the Seller or its respective financial, accounting legal or other advisers may reasonably request; provided the Purchaser may exclude the Seller’s Group and its advisors from such investigation to the extent it is legally prohibited from allowing the Seller’s Group and its advisors to so investigate.