Liquidity Information. At least five (5) Business Days prior to the Closing, the Company shall deliver to the Seller and Purchaser A a reasonably detailed calculation of the anticipated Available Cash, along with reasonable documentation supporting such calculation, and allow representatives of the Seller or Purchaser A to discuss such calculation and supporting documentation with an authorized officer of the Company; provided that notwithstanding anything herein or otherwise to the contrary, except in the event of fraud (and then solely against the Person committing such fraud), neither the Seller nor any of its Non-Recourse Parties shall have any claims, rights or recourse against any Person (including any of the BComm Companies or the Purchasers or any of their respective Non-Recourse Parties) in respect of such calculation of Available Cash or any of the information or documentation provided pursuant to, or otherwise for the failure to comply with, this Section 5.12. For the avoidance of doubt, and notwithstanding anything to the contrary, nothing in this Section 5.12 shall limit, modify or otherwise affect any Purchaser’s rights under this Agreement (including under Section 6.2).
Appears in 5 contracts
Samples: Share Purchase Agreement (B Communications LTD), Share Purchase Agreement (Internet Gold Golden Lines LTD), Share Purchase Agreement (T.N.R. Investments Ltd.)
Liquidity Information. At least five (5) Business Days prior to the Closing, the Company shall deliver to the Seller and Purchaser A a reasonably detailed calculation of the anticipated Available Cash, along with reasonable documentation supporting such calculation, and allow representatives of the Seller or Purchaser A to discuss such calculation and supporting documentation with an authorized officer of the Company; provided that notwithstanding anything herein or otherwise to the contrary, except in the event of fraud (and then solely against the Person committing such fraud), neither the Seller nor any of its Non-Recourse Parties shall have any claims, rights or recourse against any Person (including xxxxxxxxx any of the BComm Companies or the Purchasers or any of their respective Non-Recourse Parties) in respect of such calculation of Available Cash or any of the information or documentation provided pursuant to, or otherwise for the failure to comply with, this Section 5.12. 5.12. For the avoidance of doubt, and notwithstanding anything to the contrary, nothing in this Section 5.12 5.12 shall limit, modify or otherwise affect any Purchaser’s rights under this Agreement (including xxxxxxxxx under Section 6.26.2).
Appears in 2 contracts
Samples: Share Purchase Agreement (Internet Gold Golden Lines LTD), Share Purchase Agreement (Internet Gold Golden Lines LTD)
Liquidity Information. At least five (5) Business Days prior to the Closing, the Company shall deliver to the Seller and Purchaser A a reasonably detailed calculation of the anticipated Available Cash, along with reasonable documentation supporting such calculation, and allow representatives of the Seller or Purchaser A to discuss such calculation and supporting documentation with an authorized officer of the Company; provided that notwithstanding anything herein or otherwise to the contrary, except in the event of fraud (and then solely against the Person committing such fraud), neither the Seller nor any of its Non-Recourse Parties shall have any claims, rights or recourse against any Person (including any of the BComm Companies or the Purchasers or any of their respective Non-Recourse Parties) in respect of such calculation of Available Cash or any of the information or documentation provided pursuant to, or otherwise for the failure to comply with, this Section 5.125.12. For the avoidance of doubt, and notwithstanding anything to the contrary, nothing in this Section 5.12 5.12 shall limit, modify or otherwise affect any Purchaser’s rights under this Agreement (including under Section 6.26.2).
Appears in 2 contracts
Samples: Share Purchase Agreement (Internet Gold Golden Lines LTD), Share Purchase Agreement (B Communications LTD)