Investigation by Seller. From the date hereof through the Closing, Buyer shall afford the Representatives of Seller and its Affiliates reasonable access at all reasonable times to the business and assets of Buyer and its Subsidiaries for the purpose of inspecting the same, and to the officers, employees and Representatives, properties, Buyer's Books and Records and Buyer's Contracts and shall furnish Seller and its Representatives all financial, operating and other data and information as Seller or its Affiliates, through their respective Representatives, may reasonably request.
Investigation by Seller. 34 6.10 SECTION 338 ELECTION..................................................34 6.11
Investigation by Seller. In connection with any matter or circumstance notified by Purchaser pursuant to Clause 10.1 or 10.2:
Investigation by Seller. Seller acknowledges that upon execution of this Agreement, it has completed its own investigation and undertaken any and all due diligence.
Investigation by Seller. (a) The Buyer must allow, and must procure that the Company allows the Seller, its Representatives and advisers to investigate the matter or circumstance alleged to give rise to any claim and whether and to what extent any amount is payable in respect of that claim. For that purpose, the Buyer must give, and procure that the Company gives (subject to it being paid all reasonable costs and expenses) all the information and assistance, including access to premises and personnel, and the right to examine and copy any Records as the Seller or its Representatives and advisers may reasonably request. Share Sale and Purchase Agreement | 35
Investigation by Seller. Buyer shall furnish to Seller or its authorized representatives such information concerning Buyer as shall be reasonably requested, including all such information as shall be necessary to enable Seller or its authorized representatives to verify the accuracy of the representations and warranties contained in this Agreement, to verify that the covenants of Buyer contained in this Agreement have been complied with and to determine whether the conditions set forth in Article IX have been satisfied. No investigation made by Seller or its authorized representatives hereunder shall affect the representations and warranties of Buyer hereunder.
Investigation by Seller. Prior to the Closing, Buyer shall furnish to Seller such information concerning Buyer as shall be reasonably requested, including all such information as shall be necessary to enable Seller to verify the accuracy of the representations and warranties contained in this Agreement and to verify that the covenants of Buyer contained in this Agreement have been complied with.
Investigation by Seller. In connection with any matter or circumstance that may give rise to a claim:
Investigation by Seller. Without prejudice to the validity of the claim or alleged claim in question, Buyer shall allow, and shall procure that the Company allows, Seller and its accountants and professional advisors to investigate at Seller’s costs 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 Buyer shall give, and shall procure that the Company gives, subject to all reasonable costs and expenses being reimbursed to them, all such information and assistance, including access to personnel and the right to examine and copy or photograph any assets, accounts, documents and records, all to the extent reasonably related to the matter of the claim in question and as the Seller or its accountants or professional advisors may reasonably request. Seller agrees to keep all such information confidential and only to use it for the purpose of the claim in question.
Investigation by Seller. Seller is a sophisticated purchaser who is familiar with (a) the type of rights, properties and Liabilities included in the Returned Tower Assets (if any), the Swapped-out Tower Assets (if any) and the Assumed Liabilities with respect thereto and (b) businesses of the same type as conducted by Buyer Parent. Seller has conducted its own independent review and analysis of the Subscription Shares and acknowledges that it has been provided sufficient access to the contracts and records of Buyer Parent for such purpose but that the inclusion of any information in any document delivered or made available to Seller (including information included in the Buyer’s Disclosure Schedules, and any other document delivered or information made available by Buyer Parent, Buyer or any of their respective Representatives) shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. In entering into this Agreement and the other Transaction Documents, Seller has and will have relied solely upon the express representations and warranties of Buyer Parent and Buyer set forth in Article IV and Buyer’s Closing Certificate (each as qualified by the information set forth in the Buyer’s Disclosure Schedules to the extent permitted by Section 5.22) and the express representations and warranties of Buyer Parent and Buyer set forth in Section 5.10(m) and Section 5.11(l) and in the other Transaction Documents, as applicable, and its own investigation and analysis. Seller acknowledges that, except for the representations and warranties of Buyer Parent and Buyer expressly set forth in Article IV, Section 5.10(m) and Section 5.11(l), the Buyer’s Closing Certificate and the other Transaction Documents, none of Buyer Parent, Buyer or any of their respective Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Seller or any of its Representatives. Seller acknowledges that, except as expressly set forth in the representations and warranties of Buyer Parent and Buyer in Article IV, Section 5.10(m) and Section 5.11(l) and the Buyer’s Closing Certificate, there are no representations or warranties by Buyer Parent, Buyer or any of their respective Representatives of any kind, express or implied, with respect to the Subscription Shares, the Returned Tower Assets (if any), the Swapped-o...
