Common use of Investigation by the Sellers Clause in Contracts

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. In connection with any matter or circumstance notified by that may give rise to a claim against any Seller under this Agreement (excluding claims for breach of a Tax Warranty): 13.4.1 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 shallshall allow, and shall cause procure that the Group Companies allow, any Seller 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; 13.4.2 the Purchaser and the Group Companies shall disclose to the Sellers all material of which the Purchaser or the Group Companies are aware which relates to the claim and shall procure that any other relevant members of the Purchaser's ’s Group to: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, 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; and (a) take reasonable steps to 13.4.3 the Purchaser shall allow the relevant Seller and its Representatives Sellers to investigate remedy or rectify 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 possible, within 20 Business Days of receipt of either a potential claim notice given pursuant to investigate the matter Clause 13.1 or circumstance giving rise a notice of claim given pursuant 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 Sellers13.2.

Investigation by the Sellers. In connection with any matter or circumstance notified by 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 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 shallshall allow, and shall cause the Purchaser's Group to: (a) take reasonable steps to allow procure that the relevant Seller Group Company allows, the Sellers and its Representatives financial, accounting or legal advisers upon reasonable notice to investigate the matter or circumstance alleged to give rise to such claim, a 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 11.4.2 the relevant SellerPurchaser shall, at the written request of the Sellers, disclose to the relevant Seller Sellers all information material of which the Purchaser or any other member of the Purchaser's Group is aware which relates to the claimclaim and shall, andand shall procure that any other relevant members of the Purchaser’s Group shall, at the relevant Seller's expensegive, give subject to their being paid all reasonable costs and expenses, all such information and assistance (assistance, including access to premises and personnel) , and the right to examine and copy or photograph any assetassets, accountaccounts, document documents and recordrecords, in each case as the Sellers or their financial, accounting or legal advisers may reasonably request upon reasonable notice subject to the extent necessary Sellers agreeing in order such form as the Purchaser may reasonably require to investigate the matter or circumstance giving rise to keep all such claim and whether information confidential and to what extent any amount is or may be payable use it only for the purpose of investigating and defending the claim in respect of such claimquestion, provided that (i) nothing in this Clause 13.14 (Investigation by 11.4 shall entitle the Sellers) shall oblige the Purchaser Sellers or any member of the Purchaser's Group its financial, accounting or legal advisers to disclose have access to any information which is subject relates to legal advice or any other professional privilege and (ii) privileged advice or documents in respect of 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 claim for breach of the Sellers with a non-redacted version on the basis that such non-redacted version will not be shared with the Sellersthis Agreement.

Investigation by the Sellers. In connection with any matter or circumstance notified by that may give rise to a claim against the Purchaser to Sellers under this Agreement (excluding any claim under the relevant Seller or Tax Warranties and/or under the Sellers' Delegate under Clause 13.11 (Notification Tax Deed of potential claims) or Clause 13.12 (Notification of claims) Covenant): 10.4.1 the Purchaser shall, subject to not waiving legal privilege of the Purchaser or any Group Company, allow, and shall cause the Purchaser's Group to: (a) take reasonable steps to allow procure and ensure that the relevant Seller Group Company allows the Sellers and its Representatives financial, accounting and/or legal advisers to investigate conduct due and proper investigations into the matter or circumstance alleged to give rise to such claim, a 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 10.4.2 the relevant SellerPurchaser shall, subject to not waiving legal privilege of the Purchaser or any Group Company, disclose to the relevant Seller Sellers all information of which the Purchaser or any other member of the Purchaser's Group is aware which relates to the claimclaim and/or that the Sellers reasonably request, and, at and shall procure and ensure that any other relevant members of the relevant Seller's expense, Purchaser’s Group shall give all such information and assistance (including reasonable assistance, together with access to premises and personnel) 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 assetassets, accountaccounts, document documents and recordrecords, 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 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 case: (i) nothing in this Clause 13.14 (Investigation by subject to the Sellers) shall oblige Sellers reimbursing the Purchaser or any member of the Purchaser's and each Group to disclose any information which is subject to legal or other professional privilege 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) any information which the Purchaser or the Company in good faith consider subject to Clause 10.3, not so as 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 condition precedent to any liability on the basis that such non-redacted version will not be shared with part of the Sellers.