Effect of Certain Waivers of Closing Conditions. If prior to the Closing any party (the “waiving party”) has knowledge of any breach by any other party of any representation, warranty, or covenant contained in this Agreement or any Ancillary Agreement, and such other party acknowledges in writing that the effect of such breach is a failure of any condition to the waiving party’s obligations set forth in this Article VI and the waiving party proceeds with the Closing, the waiving party shall be deemed to have waived such breach and the waiving party and its successors, assigns, and affiliates shall not be entitled to be indemnified pursuant to Article VIII, to sue for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.
Effect of Certain Waivers of Closing Conditions. If before the Closing any party (the “Waiving Party”) has knowledge of any breach by any other party of any representation, warranty, covenant or agreement contained herein and the Waiving Party proceeds with the Closing, the Waiving Party shall be deemed to have waived such breach and the waiving party and its successors, assigns, Affiliates and Representatives shall not be entitled to indemnification pursuant to Article VI (Indemnification), to xxx for damages or to assert any other right or remedy for any Losses arising out of any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto.
Effect of Certain Waivers of Closing Conditions. If prior to the Closing (i) any party (the “waiving party”) has Knowledge of any breach by any other party of any representation, warranty or covenant contained in this Agreement or in any certificate delivered pursuant to this Agreement, (ii) the waiving party would have had the right not to proceed with the Closing as a result of such breach, and (iii) the waiving party proceeds with the Closing, the waiving party shall be deemed to have waived such breach and the waiving party and its Affiliates shall not be entitled to xxx for damages or to assert any other right of remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto. Solely for purposes of this Section 8.3, Knowledge shall be deemed to mean (a) with respect to Purchaser, the actual knowledge (without independent inquiry) of the persons listed on Schedule 1.1(f) that Dynegy is able to demonstrate existed by clear and convincing evidence, and (b) with respect to Seller, the actual knowledge (without independent inquiry) of the persons listed on Schedule 1.1(f) that Purchaser is able to demonstrate existed by clear and convincing evidence.
Effect of Certain Waivers of Closing Conditions. If prior to the Closing any party (the "WAIVING PARTY") receives written notice from the other party acknowledging that such party has breached any representation, warranty or covenant contained in this Agreement, any instrument or certificate furnished hereunder or any Ancillary Agreement, and that the effect of such breach is a failure of any condition to the waiving party's obligations set forth in this Article VI, (a) if such breach arose after the date of this Agreement and the waiving party proceeds with the Closing, the waiving party shall be deemed to have waived such breach and the waiving party and its successors, assigns and affiliates shall not be entitled to be indemnified pursuant to Article VIII, to xxx for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto, and (b) if such breach arose on or prior to the date of this Agreement, the waiving party may waive the unsatisfied closing condition for the purposes of consummating the Acquisition but without prejudice to any other right or remedy which they may have hereunder for such breach by the other party.
Effect of Certain Waivers of Closing Conditions. If prior to the Closing any party (the "Waiving Party") receives written notice from the other party of any breach or breaches by such other party of any representation, warranty or covenant contained in this Agreement and such other party acknowledges in writing that the effect of such breach or breaches, individually or in the aggregate, is a failure of any condition to the Waiving Party's obligations set forth in this Section 8 and the waiving party proceeds with the Closing, the Waiving Party shall be deemed to have waived such breach with respect to the matters specifically identified in such written acknowledgement, and the Waiving Party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Section 9, to xxx for damages or to assert any other right or remedy for any Losses arising from such condition or breach, notwithstanding anything to the contrary contained in this Agreement on in any certificate delivered pursuant hereto.
Effect of Certain Waivers of Closing Conditions. If prior to the Closing (i) any party (the “Waiving Party”) has knowledge of any breach by any other party of any representation, warranty or covenant contained in this Agreement or any Related Document, (ii) the effect of such breach is a failure of any condition to the Waiving Party’s obligations set forth in this Article VI and (iii) the Waiving Party elects to proceed with the Closing, the parties shall proceed with the consummation of the Transactions as if all parties were obligated to do so, but the party who is not obligated to proceed but elects to do so shall be deemed to have waived the fulfillment of the condition or conditions contained herein unless such party has delivered a waiver of such conditions in writing to the other party.
Effect of Certain Waivers of Closing Conditions. 38 ARTICLE 7. TERMINATION, AMENDMENT AND WAIVER..............................................................38
Effect of Certain Waivers of Closing Conditions. If prior to the Closing Purchaser has knowledge of any breach by Seller of any representation, warranty or covenant contained in this Agreement or any Ancillary Agreement (including by way of an update by Seller to the Schedules hereto), the effect of such breach is a failure of any condition to Purchaser’s obligations set forth in this Article VI and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach and Purchaser and its successors, assigns and affiliates shall not be entitled to be indemnified pursuant to Article VIII, to xxx for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.
Effect of Certain Waivers of Closing Conditions. If, prior to the Closing, any Party (the Waiving Party) has Knowledge of any breach by any other Party of any representation, warranty or covenant contained in this Agreement, the effect of such breach is a failure of any condition to the Waiving Party’s obligations set forth in this Section 8 and the Waiving Party proceeds with the Closing, the Waiving Party shall be deemed to have waived such breach and the Waiving Party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Section 10, to xxx for damages or to assert any other right or remedy for any Losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.
Effect of Certain Waivers of Closing Conditions. If (a) prior to the Closing any Party (the “waiving party”) has knowledge of any breach by any other Party of any representation, warranty or covenant contained in this Agreement resulting from occurrences, actions or omissions arising after the date hereof, (b) such other Party acknowledges in writing that the effect of such breach is a failure of any condition to the waiving party’s obligations set forth in this Article and (c) the waiving party proceeds with the Closing, the waiving party shall be deemed to have waived such breach and the waiving party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article IX, to xxx for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.
