Investigation by the Purchaser. The Purchaser has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and acknowledges that the Seller has provided the Purchaser with the access requested by the Purchaser to the personnel, properties, premises and records of the Company for this purpose. In entering into this Agreement, the Purchaser has relied upon its own investigation and analysis as well as the representations and warranties of the Seller contained in this Agreement and the Ancillary Agreements, and the Purchaser (a) acknowledges that none of the Seller, the Company nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Purchaser or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by Law, that neither the Seller, the Company nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to the Purchaser or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made, to the Purchaser or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of the Seller in Article IV and subject to the limitations and restrictions contained in this Agreement and the Ancillary Agreements.
Investigation by the Purchaser. The Purchaser has conducted its own review and analysis of the businesses, assets, condition, operations and prospects of the Amazônia Companies based on the information provided by Telpart or the Seller and access to the premises and records made available by the Telpart during the participation of Purchaser in the due diligence phase of the bidding process organized by Telpart to carry out the sale of control of Telemig Celular Participações S.A. and Amazônia Holding, as well as conducted its own independent analysis on the Seller’s ability to assign, transfer and deliver the Amazônia Subscription Rights to Purchaser based on the information provided by Telpart. The Purchaser also recognizes and accepts that Seller may not be able to provide any additional information regarding the Amazônia Companies other than public information or information provided by Telpart in a non- Stock Purchase Agreement by and among Vivo Participações S.A. and Telemar Norte Leste S.A. confidential basis or information expressly authorized by Telpart to be furnished to Purchaser within the Amazônia Transaction.
Investigation by the Purchaser. The Purchaser and its advisors have prior to the Signing Date conducted a due diligence investigation of the Group, during which the Purchaser and its representatives and advisors have been given access to and have received documentation and other information regarding the Group Companies in the Data Room (with respect to commercial, accounting, financial, environmental and legal information or matters relating to the Group Companies), as well as attended management presentations and discussions. During the due diligence, the Purchaser and its advisors have had the opportunity to raise questions to the Sellers.
Investigation by the Purchaser. (a) The Purchaser acknowledges having inspected the Property prior to executing the APS and understands that upon the execution by the parties of this APS, and subject to any conditions herein, there shall be a binding agreement of purchase and sale between the Purchaser and the Vendor. It shall be the Purchaser's responsibility to provide, at its own expense, any soil bearing capacity tests or environmental inspection, as may be required or desired, and the Vendor shall grant the Purchaser access for such testing or inspection at all reasonable times, on reasonable notice, for the purpose of conducting reasonable inspections.
Investigation by the Purchaser. The Company shall, and shall cause its counsel, accountants and other Representatives to, allow the Purchaser, its employees, Affiliates, counsel, accountants and other Representatives, during regular business hours upon reasonable notice, to make such inspection of the Assets, businesses and operations of the Company, and to inspect and make copies of Contracts, Books and Records and all other documents and information requested by the Purchaser, including, without limitation, historical financial information concerning the business of the Company, and to meet with the Company’s designated Representatives. The Company shall furnish to the Purchaser promptly upon request (a) all additional documents and information with respect to the affairs of the Company relating to their business and (b) access to the Company’s accountants and counsel as the Purchaser, or its counsel, accountants and other Representatives, may from time to time reasonably request and shall instruct such accountants and counsel to cooperate with the Purchaser, and to provide such documents and information as the Purchaser and its Representatives may reasonably request.
Investigation by the Purchaser. Prior to the Closing, the Seller shall provide, and shall cause the Companies to provide, to the Purchaser, its lenders, and their respective counsel, accountants, actuaries and other Representatives, access, upon reasonable notice and during normal business hours, to employees of the Seller and the Companies, and to the facilities, accountants, actuaries, assets, properties and books and records of the Companies and shall furnish the Purchaser and such other Persons during such period with all such information and data (including without limitation copies of contracts and other books and records) concerning the business and operations of the Companies as the Purchaser or any of such other Persons may reasonably request, except to the extent that the disclosure of any such information could result in the waiver of any attorney-client privilege, in which event the Seller shall so advise the Purchaser; provided, however, that all information disclosed to the Purchaser and such other Persons pursuant hereto shall be subject to the terms of the Confidentiality Agreement.
Investigation by the Purchaser. The Sellers will, and will cause the Group Companies to, (i) provide the Purchaser and its officers, directors, key employees, agents, counsel, accountants, financial advisors, consultants and other representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Group Companies and their Assets and Properties and books and records, and (ii) furnish the Purchaser and such other Persons with all such information and data (including copies of Contracts and other books and records) concerning the business and operations of the Group Companies as the Purchaser or any of such other Persons may reasonably request in connection with such investigation.
Investigation by the Purchaser. The Purchaser has conducted its own independent review and analysis of the Business and the Purchased Assets and acknowledges that the Purchaser has been provided access to the Purchased Assets for this purpose. The Purchaser has not relied and is not relying on any representation or warranty, oral or written, express or implied, made by the Seller, its Members or any of their respective representatives or Affiliates, except as expressly set forth in this Agreement, the Ancillary Agreements and the Affiliate Transition Agreements.
Investigation by the Purchaser. During the period beginning on the date of this Agreement and ending on the Closing Date, the Purchaser and each of its Representatives will continue to conduct a review of the Company and the Business. In connection with such review, the Shareholders shall grant, and cause the Company to grant, to the Purchaser and each of Purchaser’s Representatives full access to the Books and Records, property, assets and personnel of the Company upon reasonable prior notice and during normal business hours. In connection with such review, the Shareholders agree, and shall cause the Shareholders’ Representative, upon reasonable prior notice, to (i) cooperate with the Purchaser and each of Purchaser’s Representatives, (ii) provide all information, and all documents and other data relating to such information, reasonably requested by the Purchaser or any Representative of the Purchaser and (iii) permit the Purchaser and each of Purchaser’s Representatives to inspect any assets of the Company or the Business.
Investigation by the Purchaser. Notwithstanding anything to the contrary in this Agreement, (a) no investigation by the Purchaser shall affect the representations and warranties of the Company under this Agreement or contained in any other writing to be furnished to the Purchaser in connection with the transactions contemplated hereunder and (b) such representations and warranties shall not be affected or deemed waived by reason of the fact that Purchaser should have known that any of the same is or might be inaccurate in any respect.
