Effect of Investigation or Knowledge. Any claim by a Indemnified Buyer Party for indemnification shall not be adversely affected by any investigation by or opportunity to investigate afforded to the Buyer. Each Party shall be deemed to be relying on the representations and warranties of any other Party set forth herein, regardless of any investigation or audit conducted before or after the Closing Date or the decision of any Party to consummate the Transactions contemplated hereby and complete the Closing.
Effect of Investigation or Knowledge. Any claim by the Acquiror or its Affiliates or any of their respective directors, officers, employees or agents for indemnification shall not be adversely affected by any investigation by or opportunity to investigate afforded to the Acquiror, nor shall such a claim be adversely affected by the Acquiror’s Knowledge on or before the Closing Date of any breach of the type specified in this Section 11.2 or of any state of facts that may give rise to such a breach. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not adversely affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants or obligations.
Effect of Investigation or Knowledge. Any claim by Buyer for indemnification shall not be adversely affected by any investigation by or opportunity to investigate afforded to Buyer, nor shall such a claim be adversely affected by Buyer’s knowledge on or before the Closing Date of any breach of the type specified in the first sentence of Section 10.1 or of any state of facts that may give rise to such a breach. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not adversely affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants or obligations.
Effect of Investigation or Knowledge. Any claim by any party for indemnification shall not be adversely affected by any investigation by, or opportunity to, investigate afforded to any such person, nor shall such a claim be adversely affected by any such person's knowledge on or before the Closing Date of any breach or of any state of facts that may give rise to such a breach. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of, or compliance with, any covenant or obligation, will not adversely affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants or obligations.
Effect of Investigation or Knowledge. Any claim by an Indemnified Parent Party for indemnification shall not be adversely affected by any investigation by or opportunity to investigate afforded to the Parent. Each party hereto shall be deemed to be relying on the representations and warranties of any other party set forth herein, regardless of any investigation or audit conducted before or after the Closing Date or the decision of any party to consummate the Merger contemplated hereby and complete the Closing.
Effect of Investigation or Knowledge. Any claim by an Indemnified Party for indemnification shall not be adversely affected by any investigation by or opportunity to investigate afforded to the Indemnified Party, nor shall such a claim be adversely affected by Buyer’s knowledge on or before the Closing Date of any breach of the type specified in Section 10.1 or of any state of facts that may give rise to such a breach; any such claim shall survive the Closing until the applicable Expiration Date. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not adversely affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants or obligations.
Effect of Investigation or Knowledge. Except as otherwise provided herein, all covenants, agreements, representations and warranties made herein or in any agreement, instrument or certificate delivered pursuant to this Agreement shall not be deemed to be waived or otherwise affected by any investigation at any time made by or on behalf of any party hereto. No claim for a breach of representation or warranty shall be made by any Indemnified TowerCo Party under Section 11.1(a) or any Indemnified Sublessor Party under Section 11.2(a), if (i) such claim is based on an Event occurring prior to the Closing (whether or not also occurring prior to the date of this Agreement), (ii) either (a) such Event was disclosed by Sublessors or TowerCo, as the case may be, prior to the Closing in a writing which describes such Event in reasonable detail or (b) a TowerCo Party or AirTouch, as the case may be, had actual knowledge of such Event or such misrepresentation or breach of warranty prior to the Closing, and (iii) the Closing occurs.
Effect of Investigation or Knowledge. Except as otherwise provided herein, all covenants, agreements, representations and warranties made herein or in any agreement, instrument or certificate delivered pursuant to this Agreement shall not be deemed to be waived or otherwise affected by any investigation at any time made by or on behalf of any Party hereto.
Effect of Investigation or Knowledge. No claim for a breach of representation or warranty shall be made by an Indemnified Party if such claim is based on an event occurring prior to the Closing Date and such event was either (i) disclosed by Powertel, Sellers, CCIC or Buyer, as the case may be, prior to the Closing Date in a writing which describes such event or facts giving rise to such event in reasonable detail or (ii) the Indemnified Party had actual knowledge of such event or such misrepresentation or breach of warranty prior to the Closing Date, and (iii) the Closing thereafter occurs.
Effect of Investigation or Knowledge. Subject to the provisions of this Section 7.06, any Claim by an Indemnified Party shall not be adversely affected by any investigation by or opportunity to investigate afforded to the Indemnified Party, nor shall such a Claim be adversely affected by the Indemnified Party’s knowledge on or before the Closing Date of any breach of the type specified in Section 7.03 or 7.04, or of any state of facts that may give rise to such a breach. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not adversely affect the right to indemnification and payment.
