Investigation by the Purchaser Clause Samples

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 Acquired Companies and acknowledges that Parent and the Existing Stockholder have provided the Purchaser with access to the personnel, properties, premises and records of each of the Acquired Companies for this purpose. In entering into this Agreement, the Purchaser has relied solely upon the representations, warranties and other provisions of the Transaction Documents and its own investigation and analysis, and the Purchaser (a) acknowledges that none of the Parent, the Existing Stockholder or the Acquired Companies 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 none of the Parent, the Existing Stockholder or the Acquired Companies 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), including, without limitation, in respect of the specific representations and warranties of Parent and the Existing Stockholder set forth in this Agreement, except as and only to the extent expressly set forth in this Agreement.

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- confidential basis or information expressly authorized by Telpart to be furnished to Purchaser within the Amazônia Transaction.

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 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 and during discussions with the Key Employees and Valedo’s advisors (with respect to commercial, accounting, financial and legal information or matters relating to the Group Companies), as well as attended management presentations and discussions.

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. 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. 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. 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. In connection with any fact, matter, event or circumstance that could reasonably be expected to give rise to a claim against any member of the Purchaser’s Group by the Seller or any other Relevant Seller under Clause 5.3, Schedule 3 ( with respect to (a) paragraphs 5.2.2 and 5.2.4 of Part 1 and (b) paragraphs 5.5.4 to 5.5.6, 5.5.8 to 5.5.9, 5.6.1, 5.6.3, 5.6.6, 5.7.1(ii) and 5.7.2 of Part 2 only) and Schedules 5, 6, 10, 11 and 20 of this Agreement, the Seller shall procure that each relevant member of the Seller’s Group (to the extent reasonably practicable and legally permissible): 11.6.1 shall allow the Purchaser and its financial, accounting or legal advisers to investigate the fact, matter or circumstance alleged to give rise to such a claim and whether and to what extent any amount is payable in respect of such claim; and 11.6.2 shall disclose to the Purchaser (or any other member of the Purchaser’s Group) all material of which each such member of the Seller’s Group is actually aware which relates to the claim and shall, and shall procure that any other relevant members of the Seller’s Group shall, give, subject to their being paid all reasonable costs and expenses, all such reasonable information and assistance, including reasonable access to premises and personnel and the right to examine and copy or photograph any assets, accounts, documents and records, as the Purchaser or its financial, accounting or legal advisers may reasonably request, subject to the Purchaser agreeing in such form as the Seller 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.