Investigation by the Sellers Clause Samples
The "Investigation by the Sellers" clause defines the rights and responsibilities of the sellers to conduct due diligence or investigations related to the transaction or subject matter of the agreement. Typically, this clause outlines the scope and limitations of the sellers' ability to review documents, inspect assets, or verify information provided by the buyer or other parties. For example, it may specify timeframes for investigation, confidentiality obligations, or the types of information that can be accessed. The core function of this clause is to ensure that sellers have adequate opportunity to assess relevant facts before finalizing the transaction, thereby reducing the risk of post-closing disputes or misunderstandings.
Investigation by the Sellers. Without prejudice to the validity of the claim or alleged claim in question, the Purchaser shall allow, and shall procure that the relevant Group Companies allow, the Warrantors and their accountants and professional advisers reasonably 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 for such purpose the Purchaser shall give, and shall procure that the relevant Group Companies give, subject to their being paid all reasonable costs and expenses, all such reasonable information and assistance, including reasonable access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Warrantors or their accountants or professional advisers may reasonably request. The Warrantors agree to keep all information obtained in relation to such investigation confidential and to use it only for the purpose of the claim in question.
Investigation by the Sellers. In connection with any matter or circumstance that is reasonably likely to give rise to a claim against the Sellers under this Agreement (other than a Tax Claim):
11.4.1 the Purchaser shall allow, and shall procure that the relevant Group Company allows, the Sellers and its financial, accounting or legal advisers upon reasonable notice 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, at the written request of the Sellers, disclose to the Sellers 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, 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 Sellers or their financial, accounting or legal advisers may reasonably request upon reasonable notice subject to the Sellers 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, provided that nothing in this Clause 11.4 shall entitle the Sellers or its financial, accounting or legal advisers to have access to any information which relates to legal advice or any other privileged advice or documents in respect of any claim for breach of this Agreement.
Investigation by the Sellers. In connection with any matter or circumstance that may give rise to a claim against any Seller under this Agreement or any Transfer Documents:
9.5.1 the Purchaser shall allow, and shall procure that the relevant Company allows, any Seller and its 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
9.5.2 the Purchaser shall disclose to the Sellers all material 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 any Seller or its financial, accounting or legal advisers may reasonably request subject to the Sellers 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 Sellers. In connection with any matter or circumstance that may give rise to a claim against the Sellers under this Agreement (excluding any claim under the Tax Warranties and/or under the Tax Deed of Covenant):
10.4.1 the Purchaser shall, subject to not waiving legal privilege of the Purchaser or any Group Company, allow, and shall procure and ensure that the relevant Group Company allows the Sellers and its financial, accounting and/or legal advisers to conduct due and proper investigations into 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
10.4.2 the Purchaser shall, subject to not waiving legal privilege of the Purchaser or any Group Company, disclose to the Sellers all information of which the Purchaser is aware which relates to the claim and/or that the Sellers reasonably request, and shall procure and ensure that any other relevant members of the Purchaser’s Group shall give all such information and reasonable assistance, together with access to premises and personnel (during usual business hours or at other times by prior arrangement, all subject to not less than 24 hours’ notice), and the right to examine and copy or photograph any assets, accounts, documents and records, as the Sellers or its financial, accounting or legal advisers may reasonably request subject to the Sellers 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 or otherwise defending, resisting or compromising the claim in question, but in each case:
(i) subject to the Sellers reimbursing the Purchaser and each Group Company for all reasonable costs and expenses incurred by them in complying with their obligations under Clauses 10.4.1 and 10.4.2 above; and
(ii) subject to Clause 10.3, not so as to be a condition precedent to any liability on the part of the Sellers.
Investigation by the Sellers. Notwithstanding anything to the contrary in this Agreement, (a) no investigation by the Sellers shall affect the representations and warranties of the Buyer under this Agreement or contained in any other writing to be furnished to the Stockholders in connection with the transactions contemplated hereby, and (b) such representations and warranties shall not be affected or deemed waived by reason of the fact that the Sellers knew or should have known that any of the same is or might be inaccurate in any respect.
Investigation by the Sellers. The Sellers acknowledge and agree that they
(i) have made their own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, Essex and the Shares;
(ii) have been furnished with or given adequate access to such information as it has requested about Essex and the Shares and
(iii) except as provided in this Agreement, will not assert any claim against the Purchasers, Essex or any of their respective directors, officers, employees, agents, stockholders, affiliates, consultants, investment bankers or representatives, or hold the Purchasers, Essex or any such Persons liable, for any inaccuracies, misstatements or omissions with respect to information furnished by the Purchasers, Essex or such Persons concerning Essex or the Shares.
Investigation by the Sellers. In connection with any matter or circumstance that may give rise to a claim against the Sellers under this Agreement, after Completion:
11.3.1 the Purchaser shall allow, and shall procure that the relevant Group Company allows, the Sellers and their financial, accounting or legal advisers such access as is reasonably required 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
11.3.2 the Purchaser shall disclose to the Sellers all primary 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, subject to their being paid all reasonable costs and expenses, 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 Sellers or their financial, accounting or legal advisers may reasonably request. The Sellers agree to ensure that all such information is kept confidential and to use it only for the purpose of investigating and defending the claim in question.
Investigation by the Sellers. In connection with any matter or circumstance that may give rise to a claim against the Sellers under this Agreement:
12.4.1 the Purchasers shall allow, and shall procure that the relevant Group Company allows, the Sellers and their 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
12.4.2 the Purchasers shall disclose to the Sellers all material of which the Purchasers are aware which relates to the claim and shall, and shall procure that any other relevant members of the Purchasers’ Group shall, give, subject to their being paid all reasonable costs and expenses, all such information and assistance, including access to premises and personnel during normal business hours, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Sellers or their financial, accounting or legal advisers may reasonably request provided such assistance shall not unduly disrupt the business of any Group Company and/or Hotel. The Sellers agree 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 Sellers. In connection with any matter or circumstance that may give rise to a claim against any of the Sellers under this Agreement, the Purchaser shall make available, and shall procure that the relevant Group Company shall make available, to the respective Seller or Sellers and its or their financial, accounting, tax or legal advisers all material and documents relating to the relevant claim without undue delay (unverzüglich). Each Seller, as an individual obligor, hereby undertakes to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question. All reasonable expenses of the Purchaser and the relevant Group Company caused by such disclosure or assistance, other than internal costs such as labour or overhead costs, shall be borne by the Seller or Sellers requesting such disclosure and assistance.
Investigation by the Sellers. In connection with any matter or circumstance that may give rise to a claim against the Sellers under this Agreement or against SCPLC under the SCPLC Guarantee in connection with the Guaranteed Leases:
11.4.1 the Purchaser shall allow, and shall procure that the relevant Group Company allows, the Sellers and their financial, accounting, environmental or legal advisers reasonable access on reasonable notice 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 Sellers 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, 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 Sellers or their financial, accounting or legal advisers may reasonably request. The Sellers agree to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question.