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.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Kv Pharmaceutical Co /De/)
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 's Knowledge on or before the Closing Date of any breach of the type specified in this Section 11.2 11.02 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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Enzon Inc), Asset Purchase Agreement (Elan Corp PLC)
Effect of Investigation or Knowledge. Any claim by the Acquiror Buyer or its Affiliates or any of their respective directors, officers, employees or agents Representatives for indemnification shall not be adversely affected by any investigation by or opportunity to investigate afforded to Buyer, nor, subject to the Acquirorlimitations set forth in Section 6.9(b), nor shall such a claim be adversely affected by the AcquirorBuyer’s Knowledge knowledge on or before the any Closing Date of any breach of the type specified in this Section 11.2 10.2 or of any state of facts that may give rise to such a breach. The Subject to the limitations set forth in Section 6.9(b), 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 Losses or other remedy based on such representations, warranties, covenants or obligations.
Appears in 2 contracts
Samples: Purchase and Collaboration Agreement (Watson Pharmaceuticals Inc), Purchase and Collaboration Agreement (Columbia Laboratories Inc)
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 's Knowledge on or before the Closing Transfer 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kv Pharmaceutical Co /De/)
Effect of Investigation or Knowledge. Any claim by the Acquiror or its Affiliates or any of their respective directors, officers, employees or agents Purchaser for indemnification shall not be adversely affected by any investigation by or opportunity to investigate afforded to the AcquirorPurchaser, nor shall such a claim be adversely affected by the AcquirorPurchaser’s Knowledge on or before the Closing Date of any breach of the type specified in this the first sentence of Section 11.2 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.
Appears in 1 contract
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 '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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kv Pharmaceutical Co /De/)