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 or Purchaser elects to proceed with the Closing with Knowledge by it of any failure to be satisfied of any condition in its favor or the breach of any representation, warranty or covenant by the other Party, the condition that is unsatisfied or the representation, warranty or covenant which is breached at the Closing Date will be deemed waived by such Party, and 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.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp), Purchase and Sale Agreement (Pinnacle West Capital Corp), Purchase and Sale Agreement (Pinnacle West Capital Corp)

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Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller or Purchaser elects to proceed with the Closing with Knowledge by it while knowing (as evidence in a written notice from the other party) of any failure to be satisfied of any condition in its favor or the breach of any representation, warranty or covenant by the other Party, the condition that is unsatisfied or the representation, warranty or covenant which is breached at the Closing Date will be deemed waived by such Party, and 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ridgewood Electric Power Trust I)

Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller or Purchaser any party elects to proceed with the Closing with Knowledge by it knowing of any failure to be satisfied of any condition in its favor to be satisfied or the breach of any representation, warranty warranty, covenant or covenant agreement by the any other Partyparty, the condition that is unsatisfied or the representation, warranty warranty, covenant or covenant agreement which is breached at the Closing Date will shall be deemed to be irrevocably waived by such Partyparty, and such Party will party shall 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (CNL Income Properties Inc)

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Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller or Purchaser either Party elects to proceed with the Closing with Knowledge by it actual knowledge of any failure to be satisfied of any condition in its favor or the breach of any representation, warranty or covenant by the other Party, the condition that is unsatisfied or the representation, warranty or covenant which is breached at the Closing Date will shall be deemed to be irrevocably waived by such Party, and 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jacobs Entertainment Inc)

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