Buyer Knowledge. The right to indemnification pursuant to this Article VIII shall not be affected by any investigation conducted or any knowledge acquired by Buyer, its Affiliates or Representatives at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of, or compliance with, any representation, warranty, covenant, or obligation.
Buyer Knowledge. As of the date hereof, to the Knowledge of Buyer obtained during the course of due diligence in respect of the Transactions, there are no facts or circumstances that would serve as a basis for Buyer or its Affiliates to assert that Seller breached any of the representations or warranties of Seller contained in this Agreement or any Ancillary Agreement. Buyer shall be deemed to have waived in full any breach of Seller’s representations and warranties of which Buyer has such Knowledge as of the date hereof and shall have no rights or remedies with respect thereto.
Buyer Knowledge. Seller shall not be liable under this Article 11 for any Covered Liabilities suffered or incurred by a Buyer Indemnified Person as a result of or arising out of any inaccuracy or breach of any representation or warranty of Seller in this Agreement or Seller’s Closing Certificate to the extent that such inaccuracy or breach was known, prior to the date hereof, by Buyer or the relevant Buyer Indemnified Person.
Buyer Knowledge. For all Claims falling outside the scope of clause 10.7, the Seller shall not be liable in respect of a Claim to the extent that the facts giving rise to such Claim were Disclosed.
Buyer Knowledge. Except as provided in Section 8.3.3, the right of Buyer Indemnified Persons to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller Parent contained in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation.
Buyer Knowledge. Buyer has, as a result of its receipt of information provided by Seller to Buyer pursuant to Buyer’s due diligence, no actual knowledge as of the date hereof of any breach by Seller of any representation or warranty set forth in Article III. Should, prior to the Closing, Buyer obtain actual knowledge of a breach by Seller of any representation or warranty set forth in Article III as a result of its receipt of information provided by Seller to Buyer following the date hereof, then Buyer promptly shall notify Seller in writing of the existence of such breach.
Buyer Knowledge. Notwithstanding anything contained herein to the contrary, if prior to Closing Buyer obtains actual (as distinguished from implied, imputed or constructive) knowledge of any information that renders a representation or warranty of Seller untrue and Buyer nevertheless elects to proceed with Closing, then Buyer will be deemed to have waived any claim against Seller arising out of or related to such information and the representation or warranty shall be deemed modified as necessary to conform with the additional information.
Buyer Knowledge. As of the Execution Date, neither Buyer nor any Affiliate of Buyer has knowledge of any fact, circumstance or matter which results in any representation or warranty of Seller set forth in Article 5 being breached.
Buyer Knowledge. The Buyer acknowledges that it has made all searches enquiries and inspections which a prudent Buyer would make and buys subject to any matters which are or would be revealed. The Buyer shall be deemed to purchase with full knowledge and notice of the matters aforesaid and shall not raise any objection or requisition whatsoever in respect of the same.
Buyer Knowledge. Notwithstanding anything to the contrary elsewhere in this Agreement, the Owner Parties shall not be liable under this Agreement for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Owner Parties contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.
