Anti-Sandbagging Sample Clauses

Anti-Sandbagging. LVGI fully acknowledges that it has exercised due diligence and proper investigation with respect to KETOSPORTS and that KETOSPORTS will not be liable to LVGI with respect to any breach of any representation or inaccuracy or warranty in this Agreement if LVGI 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. LVGI fully acknowledges that it has exercised due diligence and proper investigation with respect to ROKIN and that ROKIN will not be liable to LVGI with respect to any breach of any representation or inaccuracy or warranty in this Agreement if LVGI had knowledge of such Breach before Closing.

Anti-Sandbagging. To the extent that the Purchaser, by reason of its due diligence and investigation under this Agreement and/or the prior negotiations thereof, has actual knowledge that any representation and warranty in this Agreement by the Vendor is at the time of due diligence and investigation inaccurate or untrue, and the Purchaser does not disclose the same to the Vendor, then that non-disclosure will constitute a release and waiver by the Purchaser of any and all actions, claims, suits, damages or rights to indemnity, at law or in equity, against the Vendor by the Purchaser arising out of breach of that representation and warranty to the extent that the Purchaser was aware of such breach. For the purposes of actual knowledge in this Section, the above referenced burden of proof will be satisfied where the Vendor shows that the Purchaser received or was provided access to the documentation or correspondence, or otherwise in a formal communication, containing the inaccuracy or breach of representation or warranty in this Agreement prior to Closing.

Anti-Sandbagging. In no event shall a Purchaser Indemnified Person be entitled to indemnification under Section 8.2 if any Purchaser Indemnified Person had knowledge of the facts or circumstances giving rise to the claim for indemnification under Section 8.2 prior to the Closing.

Anti-Sandbagging. No member of the Seller Group shall be liable under this Agreement for any Damages, claims, losses, or Liabilities suffered, sustained, paid or incurred by the Indemnified Purchaser Party or any its Affiliates after Closing that result from any inaccuracy in or breach of any representation or warranty in this Agreement if the Indemnified Purchaser Party seeking indemnification for such Damages, claims, losses, or Liabilities had Knowledge of such inaccuracy or breach at the time of Closing.