Ongoing Investigations Clause Samples
Ongoing Investigations. If there is an ongoing investigation which is sensitive or of which the offender is not yet aware of the police investigation the officer in the case will be consulted prior to any dissemination to ensure there is no prejudice to the ongoing investigation or subsequent court proceedings. A case involving safeguarding issues, which require an urgent disclosure to protect any individual, should receive priority attention. In the event of a dispute, the views of the officer in the case will prevail.
Ongoing Investigations. From and after the Effective Date through Closing (or earlier termination of this Agreement), Purchaser and the other Purchaser Representatives shall be entitled to conduct such additional Purchaser Investigations as Purchaser and such other Purchaser Representatives desire at any time and from time to time subject to the terms and conditions set forth in Section 2 of the Access Agreement (which terms and conditions are incorporated herein mutatis mutandis). For the avoidance of doubt, without otherwise limiting Purchaser’s right to terminate this Contract as specifically provided in this Contract, Purchaser shall not be entitled to terminate this Contract as a result of any additional Purchaser Investigations conducted by Purchaser or other Purchaser Representatives from and after the Effective Date. Purchaser shall indemnify, defend and hold Seller’s Indemnified Parties harmless from and against any and all Losses actually incurred in connection with or arising in any way from any Purchaser Investigation conducted by Purchaser and/or any Purchaser Representative; provided that, the foregoing indemnity shall not include any Losses that: (a) result from the mere discovery (but not the exacerbation, and in the event of any exacerbation, Purchaser shall be responsible only to the extent of the exacerbation) by Purchaser or any of other Purchaser Representatives of pre-existing conditions on the Properties (or any portion thereof) during Purchaser Investigations conducted pursuant to, and in accordance with, the terms of Section 2 of the Access Agreement; (b) are caused by any Seller’s Indemnified Party; or (c) consist of consequential, punitive, exemplary or other special damages. If any proceeding is filed for which indemnity is required under this Section 3.2, Purchaser agrees, upon request therefor, to defend S▇▇▇▇▇’s Indemnified Parties in such proceeding at Purchaser’s sole cost utilizing counsel reasonably satisfactory to Seller. The provisions set forth in the preceding two (2) sentences shall survive the termination of this Contract for a period of twelve (12) months, except that if Seller notifies Purchaser in writing of any bona fide claims against Purchaser under this Section 3.2 before the expiration of such twelve (12) month period, then Purchaser’s indemnity obligations under this Section 3.2 shall continue in effect solely with respect to such claim(s) until such claim(s) are finally resolved. If this Agreement is terminated for a reason other...