Common use of Effect of Investigation; Reliance Clause in Contracts

Effect of Investigation; Reliance. The right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by or on behalf of the Sellers or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other remedy based on any such representation, warranty, covenant or agreement. No Purchaser Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Purchaser Indemnified Party to be entitled to indemnification hereunder. The Purchaser and the Sellers acknowledge that such Losses, if any, would relate to unresolved contingencies existing on the date of this Agreement, which if resolved on the date of this Agreement would have led to a reduction in the Purchase Price that the Purchaser would have paid in the Transactions. All indemnification rights hereunder shall survive the execution and delivery of the Documents and the consummation of the Transactions indefinitely, regardless of any investigation, inquiry or examination made for or on behalf of, or any knowledge of either the Purchaser or any of the other Purchaser Indemnified Parties or the acceptance by the Purchaser of any certificate or opinion.

Effect of Investigation; Reliance. The right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the ClosingEffective Time, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by or on behalf of the Sellers Company or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other remedy based on any of such representation, warranty, covenant or agreement. No Purchaser Indemnified Party Indemnitee shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Purchaser Indemnified Party Indemnitee to be entitled to indemnification hereunder. The Purchaser Parent and the Sellers Company acknowledge that such Losses, if any, would relate to unresolved contingencies existing on the date of this Agreement, which if resolved on the date of this Agreement would have led to a reduction in the Purchase Price Merger Consideration that the Purchaser Parent would have paid in the TransactionsMerger. All indemnification rights hereunder shall survive the execution and delivery of the Documents this Agreement and the consummation of the Transactions Merger indefinitely, regardless of any investigation, inquiry or examination made for or on behalf of, or any knowledge of either the Purchaser Parent or any of the other Purchaser Indemnified Parties Indemnitees or the acceptance by the Purchaser Parent of any certificate or opinion.

Effect of Investigation; Reliance. The right to indemnification, payment of Losses Damages or any other remedy hereunder will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any timetime (except through the Disclosure Schedule), whether before or after the execution and delivery of this Agreement or the ClosingClosing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by or on behalf of the Sellers Company or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of LossesDamages, or any other remedy based on any such representation, warranty, covenant or agreement. No Purchaser Parent Indemnified Party Person or Seller Indemnified Person shall be required to show reliance on any representation, warranty, certificate or other agreement set forth in this Agreement or the Related Agreements in order for such Purchaser Parent Indemnified Party Person or Seller Indemnified Person, as applicable, to be entitled to indemnification hereunderhereunder except in the case of a claim for fraud. The Purchaser Parent and the Sellers Company each acknowledge that such LossesDamages, if any, would relate to unresolved contingencies existing on at the date of this AgreementEffective Time, which if resolved on at the date of this Agreement Effective Time would have led to a reduction in the Purchase Price Merger Consideration that the Purchaser Parent would have paid in connection with the Transactions. All indemnification rights hereunder shall survive the execution and delivery of the Documents and the consummation of the Transactions indefinitely, regardless of any investigation, inquiry or examination made for or on behalf of, or any knowledge of either the Purchaser or any of the other Purchaser Indemnified Parties or the acceptance by the Purchaser of any certificate or opinionMerger.

Effect of Investigation; Reliance. The right to indemnification, payment indemnification for Losses in this Article X or the availability of Losses or any other remedy will not be affected by any investigation conducted by any Purchaser Indemnified Party or its Representatives with respect to, or any knowledge possessed or acquired (or capable of being acquired) by any Purchaser Indemnified Party or its Representatives at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by or on behalf of the Sellers Company or any Selling Shareholders or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other remedy based on any such representation, warranty, covenant or agreement. No Purchaser Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Purchaser Indemnified Party to be entitled to indemnification hereunder. The Purchaser and the Sellers acknowledge that such Losses, if any, would relate to unresolved contingencies existing on the date of this Agreement, which if resolved on the date of this Agreement would have led to a reduction in the Purchase Price that the Purchaser would have paid in the Transactions. All indemnification rights hereunder shall survive the execution and delivery of the Documents and the consummation of the Transactions indefinitelyin accordance with the terms of this Article X, regardless of any investigation, inquiry or examination made for or on behalf of, or any knowledge of either the Purchaser or any of the other Purchaser Indemnified Parties or the acceptance by the Purchaser or any of the other Purchaser Indemnified Parties of any certificate or opinion.