Common use of Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants Clause in Contracts

Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller, TOPIII or Purchaser elects to proceed with the Closing with Knowledge that any closing condition in its favor has not been satisfied or with Knowledge of a breach of any representation, warranty or covenant by the other Party, the closing condition that is unsatisfied or the representation, warranty or covenant which is breached as of the Closing Date will be deemed waived by such Party, and absent a written waiver, the terms of which shall govern, such Party will be deemed to fully release and forever discharge the other Party on account of any and all claims, demands or charges, known or unknown, with respect to the same.

Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller, TOPIII TNMP or Purchaser elects elect to proceed with the Closing with Knowledge that any closing condition in its favor has not been satisfied or with Knowledge of a breach of any representation, warranty or covenant by the other Party, the closing condition that is unsatisfied or the representation, warranty or covenant which is breached as of the Closing Date will be deemed waived by such Party, and absent a written waiver, the terms of which shall govern, such Party will be deemed to fully release and forever discharge the other Party on account of any and all claims, demands or charges, known or unknown, with respect to the same.

Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller, TOPIII or Purchaser any party elects to proceed with the Closing with Knowledge that knowing of any closing failure of any condition in its favor has not been to be satisfied or with Knowledge of a the breach of any representation, warranty warranty, covenant or covenant agreement by the any other Partyparty, the closing condition that is unsatisfied or the representation, warranty warranty, covenant or covenant agreement which is breached as of at the Closing Date will shall be deemed to be irrevocably waived by such Partyparty, and absent a written waiver, the terms of which such party shall govern, such Party will be deemed to have fully release released and forever discharge discharged the other Party parties on account of any and all claims, demands or charges, known or unknown, with respect to the same.

Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller, TOPIII or Purchaser either Party elects to proceed with the Closing with Knowledge that actual knowledge of any closing failure to be satisfied of any condition in its favor has not been satisfied or with Knowledge of a the breach of any representation, warranty or covenant by the other Party, the closing condition that is unsatisfied or the representation, warranty or covenant which is breached as of at the Closing Date will shall be deemed to be irrevocably waived by such Party, and absent a written waiver, the terms of which shall govern, such Party will shall be deemed to fully release and forever discharge the other Party on account of any and all claims, demands or charges, known or unknown, with respect to the same.