Investigation by the Sellers. In connection with any matter or circumstance notified by the Purchaser to the relevant Seller or the Sellers' Delegate under Clause 13.11 (Notification of potential claims) or Clause 13.12 (Notification of claims) the Purchaser shall, and shall cause the Purchaser's Group to:
(a) take reasonable steps to allow the relevant 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; and
(b) upon reasonable notice from the relevant Seller, disclose to the relevant Seller all information of which the Purchaser or any other member of the Purchaser's Group is aware which relates to the claim, and, at the relevant Seller's expense, give all such information and assistance (including access to premises and personnel) and the right to examine and copy or photograph any asset, account, document and record, in each case to the extent necessary in order to investigate the matter or circumstance giving rise to such claim and whether and to what extent any amount is or may be payable in respect of such claim, provided that (i) nothing in this Clause 13.14 (Investigation by the Sellers) shall oblige the Purchaser or any member of the Purchaser's Group to disclose any information which is subject to legal or other professional privilege and (ii) any information which the Purchaser or the Company in good faith consider to be competitively sensitive may be redacted by the Purchaser and the Company, acting jointly, before sharing with the relevant Seller or its Representatives, provided that the Purchaser must provide the external legal counsel of the Sellers with a non-redacted version on the basis that such non-redacted version will not be shared with the Sellers.
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 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 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.
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 any of the Sellers under this Agreement for breach of any Sellers’ Warranty or any covenant, obligation or agreement of the Sellers:
10.13.1 the Purchaser shall allow, and shall procure that Scanraff allows, the Sellers and their respective financial, accounting or legal advisers such access to its books, records and premises as may reasonably be requested 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
10.13.2 the Purchaser shall disclose to the relevant Seller 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 relevant 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:
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 allow, and shall procure that the relevant Group Company allows, the respective Seller or Sellers, and its or their financial, accounting, tax 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. In particular, all material and documents relating to the relevant claim which the Sellers reasonably request shall be disclosed without undue delay (unverzüglich), and 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 respective Seller or Sellers, or any one of them, or its or their financial, accounting, tax or legal advisers may reasonably request shall be given 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. 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.
