Anti-Sandbagging. KETOSPORTS fully acknowledges that it has exercised due diligence and proper investigation with respect to LVGI and that LVGI will not be liable to KETOSPORTS with respect to any breach of any representation or inaccuracy or warranty in this Agreement if KETOSPORTS had knowledge of such Breach before Closing.
Anti-Sandbagging. In no event shall a Member be liable for any Damages resulting from a breach of a representations, warranty or covenant if Liquid Holdings (or any director, officer or employee of Liquid Holdings, including for this purpose Xxxxx Xxxxxxxxx and Xxx Xxxxxx (other than in the case of a breach by Ferdinand Trading II, LLC or Xxxxxx Ventures, LLC, as applicable)) had knowledge at any time on or prior to the closing date of the facts, events or conditions constituting or resulting in such breach of representation, warranty or covenant.
Anti-Sandbagging. Notwithstanding anything to the contrary contained in this Agreement (including without limitation Sellers’ failure to disclose any matter required to be disclosed on any Disclosure Schedule hereto), Purchaser agrees that no representation or warranty of either Seller in this Agreement or in any other Transaction Document shall be deemed to be untrue or incorrect, and Sellers shall not be deemed to be in breach thereof, if Xxxxxx Xxxxxxx and/or Xxx Xxxxxxxxxx had knowledge on the Effective Date or the Closing Date, as applicable, of any such undisclosed matter or that any such representation or warranty was untrue or incorrect.
Anti-Sandbagging. (a) If, before the Closing, Purchaser Parent or the Purchaser receives a notice from the Seller under Section 6.05(a), or Purchaser Parent or the Purchaser identifies that any of the Seller’s Warranties is untrue, inaccurate or misleading, and the matters described in such notice or such untrue, inaccurate or misleading warranties (without giving effect to any materiality thresholds in such warranties) gives rise to a Material Adverse Effect, then Purchaser Parent or the Purchaser may, by written notice to the Seller, terminate this Agreement, the TAHM Share Purchase Agreement and NewCo2 Subscription Agreement without prejudice to any other remedy available to it. If this Agreement is so terminated then the provisions of Article X shall apply. If Purchaser Parent and the Purchaser elect not to terminate this Agreement, the TAHM Share Purchase Agreement and NewCo2 Subscription Agreement, then, from and after the Closing and notwithstanding Section 9.02(a) (but without prejudice to any other provisions of this Agreement), neither Purchaser Parent nor the Purchaser shall have any claim against the Seller for breach of any of the Seller’s representations and warranties contained in Article III of the Original MPA or the Seller’s Warranties under this Agreement with respect to the disclosed fact, matter or circumstance that caused such representation or warranty to be untrue, inaccurate or misleading, unless the Seller has failed to fully and fairly disclose any matters in the Disclosure Schedule or the Original Disclosure Schedule.
Anti-Sandbagging. (a) A Purchaser Indemnified Party’s right to indemnification pursuant to Section 8.1.1 with respect to a breach of a representation or warranty made by Seller in this Agreement will be deemed to have been waived solely to the extent that Seller can reasonably demonstrate that Purchaser had “actual knowledge” of such breach prior to the Closing. For purposes of demonstrating “actual knowledge” in accordance with the preceding sentence, Purchaser shall be deemed to have “actual knowledge” of a breach only if such breach is reasonably apparent without due inquiry or investigation to the Persons listed on Schedule 8.4.4(a) from the materials (i) contained within the data room established by Purchaser and Seller with respect to the transactions contemplated by this Agreement or (ii) provided in writing to Purchaser after the Execution Date and prior to the Closing Date.
(b) A Seller Indemnified Party’s right to indemnification pursuant to Section 8.2.1 with respect to a breach of a representation or warranty made by Purchaser in this Agreement will be deemed to have been waived solely to the extent that Purchaser can reasonably demonstrate that Seller had “actual knowledge” of such breach prior to the Closing. For purposes of demonstrating “actual knowledge” in accordance with the preceding sentence, Seller shall be deemed to have “actual knowledge” of a breach only if such breach is reasonably apparent without due inquiry or investigation to the Persons listed on Schedule 8.4.4(b) from the materials
(i) contained within the data room established by Xxxxxxxxx and Seller with respect to the transactions contemplated by this Agreement or (ii) provided in writing to Seller after the Execution Date and prior to the Closing Date.
Anti-Sandbagging. CANB and Buyer acknowledge that they have had the opportunity to conduct due diligence and investigation with respect to Sellers and the Assets, and in no event shall either Seller have any liability to CANB or Buyer with respect to a breach of a representation or warranty under this Agreement if CANB or Buyer knew or should have known of such breach as of the Closing Date.
Anti-Sandbagging. ROKIN fully acknowledges that it has exercised due diligence and proper investigation with respect to LVGI and that LVGI will not be liable to ROKIN with respect to any breach of any representation or inaccuracy or warranty in this Agreement if ROKIN had knowledge of such Breach before Closing.
Anti-Sandbagging. Notwithstanding anything to the contrary in this Agreement (including without limitation Seller’s failure to disclose any matter required to be disclosed on any Schedule), Seller shall not be liable under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Purchaser had actual knowledge of such inaccuracy or breach prior to the Closing. For the avoidance of doubt, the knowledge qualifier provided in this Section 8.12 is not subject to the definition of Knowledge, as Knowledge of Purchaser is used in Article IV.
Anti-Sandbagging. (a) During the Interim Period, each Party shall promptly, and in any event, not later than seven (7) Business Days prior to the Closing Date (the “Notice Date”), notify the other Party if such Party has knowledge of any fact or circumstance that causes or would cause any representations or warranties hereunder of such other Party to be untrue in any material respect prior to the Notice Date or any covenant of the other Party contained in this Agreement to be unfulfilled in any material respect prior to the Notice Date. Each of the Parties acknowledges and agrees that failure by a Party to given notice to the other Party of any breaches of the other Party’s representations and warranties or covenants of which it is then aware, within such time shall constitute an irrevocable waiver and release of all Claims for indemnity therefore under Clause 12.1 or 12.2, as the context requires. None of the Parties shall be entitled to the benefits of Clause 12.1 or 12.2, as the context requires, in respect of any breach of any representation, warranty or covenant of the other Party to the extent such Party had knowledge of the breach but failed to give the other Party notice of the breach in sufficient detail, prior to the Notice Date in accordance with this Clause 6.11. Each Party shall also promptly notify the other Party of any fact or circumstance or any accumulation of facts or circumstances that would, individually or in the aggregate, reasonably be expected to cause a failure of any of such Party’s or the other Party’s conditions to Closing to be satisfied as of such date.
(b) Each indemnified Person shall use commercially reasonable efforts to mitigate and minimize Losses and Liabilities under or in relation to this Agreement upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses and Liabilities that are indemnifiable under this Agreement. Such indemnified Person shall not be required to incur extraordinary expense or risk to mitigate or minimize any such Losses and Liabilities. If an indemnified Person fails to so mitigate such Losses and Liabilities, the indemnifying Party shall have no liability for any portion of the Losses and Liabilities that could reasonably have been avoided had the indemnified Person made such efforts.
(c) Except to the extent that Losses and Liabilities relating to any Claim for breach of representations, warranties or covenants hereunder could reasonably be expected to caus...
Anti-Sandbagging. 13.1 The Buyer acknowledges and agrees that it has had an opportunity to conduct a thorough investigation and due diligence inquiry on the Sellers, the Kiaro Vaped Subsidiaries, the Business and the Acquired Assets.
13.2 Notwithstanding anything to the contrary contained in this Agreement, the Buyer agrees and confirms that no representation or warranty of the Sellers in this Agreement or any documents, agreements or certificates delivered by the Sellers pursuant to this Agreement, shall be deemed to be untrue or incorrect, and the Sellers shall not be deemed to be in breach thereof, if the Buyer had knowledge on the Effective Date or the Closing Date, as the case may be, of any such matter (whether disclosed or undisclosed) or that any such representation or warranty is untrue or incorrect.
