Effect of Investigation; Waiver. An Indemnitee’s right to indemnification or other remedies based upon the representations and warranties and covenants and agreements of the Indemnitor will not be affected by any investigation or knowledge of the Indemnitee or any waiver by the Indemnitee of any condition based on the accuracy of any representation or warranty, or compliance with any covenant or agreement. Such representations and warranties and covenants and agreements shall not be affected or deemed waived by reason of the fact that the Indemnitee knew or should have known that any representation or warranty might be inaccurate or that the Indemnitor failed to comply with any agreement or covenant. Any investigation by such party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.
Effect of Investigation; Waiver. (a) An Indemnitee’s right to indemnification or other remedies based upon the representations and warranties and covenants and agreements of the Indemnitor will not be affected by any investigation or knowledge of the Indemnitee or any waiver by the Indemnitee of any condition based on the accuracy of any representation or warranty, or compliance with any covenant or agreement. Such representations and warranties and covenants and agreements shall not be affected or deemed waived by reason of the fact that the Indemnitee knew or should have known that any representation or warranty might be inaccurate or that the Indemnitor failed to comply with any agreement or covenant. Any investigation by such party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.
(b) Each Seller acknowledges and agrees that, upon and following the Closing, neither the Acquired Company nor its Subsidiary shall have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Seller whole for or on account of any indemnification or other claims made by any Buyer Indemnitee hereunder. Sellers shall have no right of contribution against the Acquired Company or its Subsidiary with respect to any such indemnification or other claim.
Effect of Investigation; Waiver. An Indemnified Party’s right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Indemnifying Party will not be affected by any investigation or knowledge of the Indemnified Party or any waiver by the Indemnified Party of any condition based on the accuracy of any representation or warranty or compliance with any covenant or agreement. Such representations and warranties and covenants and agreements shall not be affected or deemed waived by reason of the fact that the Indemnified Party knew or should have known that any representation or warranty might be inaccurate or that the Indemnifying Party failed to comply with any agreement or covenant. Any investigation by such party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.
Effect of Investigation; Waiver. (a) An Indemnitee’s right to indemnification or other remedies based upon the representations and warranties and covenants and agreements of the other parties will not be affected by any investigation, knowledge or waiver of any condition by the Indemnitee. Such representations and warranties and covenants and agreements shall not be affected or deemed waived by reason of the fact that the Indemnitee knew or should have known that any representation or warranty might be inaccurate or that the other party failed to comply with any agreement or covenant. Any investigation by such party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.
(b) The waiver by any Indemnitee of any condition based on the accuracy of any representation or warranty, or compliance with any covenant or agreement, will not affect any right to indemnification or other remedy based on such representations and warranties and covenants and agreements unless otherwise expressly agreed in writing by the Indemnitee.
Effect of Investigation; Waiver. The Parent Indemnitees’ right to indemnification under this Article XII or other remedies provided in this Agreement shall not be affected by any investigation (including any environmental, regulatory or intellectual property investigation or assessment) conducted with respect to, or any knowledge acquired (or capable of being acquired) by, Parent or any of its Affiliates or other Representatives at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, breach of or compliance with any representation, warranty, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon any such representation, warranty, covenant or obligation.
Effect of Investigation; Waiver. (a) A Parent Indemnitee’s right to indemnification or other remedies based upon the representations and warranties and covenants and agreements of the Company will not be affected by any investigation, knowledge or waiver of any condition by the Parent Indemnitee. Such representations and warranties and covenants and agreements shall not be affected or deemed waived by reason of the fact that the Parent Indemnitee knew or should have known that any representation or warranty might be inaccurate or that the Company failed to comply with any agreement or covenant. Any investigation by such party shall be for its own protection only and shall not affect or impair any right or remedy hereunder. *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION
(b) The waiver by any Parent Indemnitee of any condition based on the accuracy of any representation or warranty, or compliance with any covenant or agreement, will not affect any right to indemnification or other remedy based on such representations and warranties and covenants and agreements unless otherwise expressly agreed in writing by the Parent Indemnitee.
(c) Parent and the Surviving Corporation shall use commercially reasonable efforts to seek, and shall cause each of their respective affiliates to use commercially reasonable efforts to seek, full recovery under all insurance policies covering any Losses to the same extent they would if such Losses were not subject to indemnification under this Agreement. In the event that an insurance recovery is made by Parent, the Surviving Corporation or any Parent Indemnitee with respect to any Losses for which Parent has previously been indemnified under this Agreement, then a refund equal to the aggregate amount of any recovery (less any expenses incurred in obtaining such recovery) shall be made promptly to the Company Securityholders on a pro rata basis based on their respective Company Securityholders’ Escrow Participation Percentages.
Effect of Investigation; Waiver. (a) (i) The right of Buyers and their respective Affiliates to indemnification based upon the representations and warranties of Sellers will not be affected by any investigation or knowledge of any of Buyers or their respective Affiliates. Such representations and warranties shall not be affected or deemed waived by reason of the fact that any of Buyers or their respective Affiliates knew or should have known that any representation or warranty might be inaccurate. 33
Effect of Investigation; Waiver. An Indemnified Party’s right to indemnification or other remedies based upon the representations and warranties of the Seller will not be affected by any investigation of the Indemnified Party. Such representations and warranties shall not be affected or deemed waived by reason of the fact that the Indemnified Party should have known that any representation or warranty might be inaccurate. Any investigation by the Purchaser shall be for its own protection only and shall not affect or impair any right or remedy of the Purchaser.
Effect of Investigation; Waiver. An Indemnitee’s right to indemnification, payment, reimbursement or other remedies based upon any representation, warranty, covenant or agreement of the Indemnitor will not be affected by any investigation (including, without limitation, any environmental investigation or assessment) conducted, any knowledge acquired at any time (whether obtained prior to or after the Closing Date), or any waiver by the Indemnitee of any condition, with respect to the accuracy or inaccuracy of any representation or warranty of, or compliance with, such representation, warranty, covenant or agreement. Such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that the Indemnitee knew or should have known that any representation or warranty might be inaccurate or that the Indemnitor failed to comply with any agreement or covenant. The representations and warranties and indemnification rights associated therewith are meant to allocate risk among the Parties, and, therefore, any investigation by such Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder. Each Member Party acknowledges and agrees that, upon and following the Closing, the Company shall not have any Liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make such Member Party whole for or on account of any indemnification or other claims made by any Buyer Indemnitee hereunder. Such Member Party shall have no right of contribution against the Company with respect to any such indemnification or other claim.
Effect of Investigation; Waiver. (a) An Indemnitee’s right to indemnification or other remedies based upon the representations and warranties and covenants and agreements of the Indemnitor will not be affected by any investigation or knowledge of the Indemnitee or any waiver by the Indemnitee of any condition based on the accuracy of any representation or warranty, or compliance with any covenant or agreement, including but not limited to Buyer’s notification to Management with respect to Buyer’s satisfaction of any due diligence investigation pursuant to the Letter of Intent, dated September 29, 2010. Such representations and warranties and covenants and agreements shall not be affected or deemed waived by reason of the fact that the Indemnitee knew or should have known that any representation or warranty might be inaccurate or that the Indemnitor failed to comply with any agreement or covenant. Any investigation by such party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.
(b) Each Seller acknowledges and agrees that, upon and following the Closing, no Acquired Company shall have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Seller whole for or on account of any indemnification or other claims made by any Buyer Indemnitee hereunder. No Seller shall have any right of contribution against any Acquired Company with respect to any such indemnification or other claim.
