Common use of Effect of Investigation; Waiver Clause in Contracts

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. (a) An Indemnitee’s '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. Notwithstanding the foregoing, as of the date hereof, Buyer is not aware of any facts that would cause any of the Sellers, representations and warranties not to be true in all material respects. (b) Each Seller acknowledges Sellers acknowledge and agrees agree that, upon and following the Closing, neither the Acquired Company Companies nor its Subsidiary any of their Subsidiaries shall have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Seller Sellers 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 Companies or its Subsidiary any of their Subsidiaries with respect to any such indemnification or other claim.

Effect of Investigation; Waiver. (a) An Indemnitee’s right to indemnification indemnification, payment, reimbursement or other remedies based upon the representations and warranties and covenants and agreements any representation, warranty, covenant or agreement of the Indemnitor will not be affected by any investigation (including any environmental investigation or knowledge of assessment) conducted, any Knowledge acquired at any time (whether obtained prior to or after the Indemnitee Closing Date), or any waiver by the Indemnitee of any condition based on condition, with respect to the accuracy or inaccuracy of any representation or warrantywarranty of, or compliance with any with, such representation, warranty, covenant or agreement. Such representations and warranties and covenants 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. Any 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. (b) Each Seller acknowledges and agrees that, upon and following the Closing, neither no member of the Acquired Company nor its Subsidiary Group shall have any liability 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 No Seller will have no a right of contribution contribution, indemnification, or any other form of remuneration against any member of the Acquired Company or its Subsidiary with Group in respect to any of such indemnification or other claimclaim under such member of the Company Group’s organizational documents or otherwise.

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 Sellers acknowledge and agrees agree that, upon and following the Closing, neither the Acquired Company Partnership nor any of its Subsidiary Subsidiaries 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 Buyers Indemnitee hereunder. Sellers shall have no right of contribution against the Acquired Company Partnership or any of its Subsidiary Subsidiaries 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. 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 Sellers acknowledge and agrees agree that, upon and following the Closing, neither the Acquired Company nor its Subsidiary shall not have any liability 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 Seller 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. (a) An Indemnitee’s Indemnified Party's right to indemnification or other remedies based upon the representations and warranties and covenants and agreements of the Indemnitor Indemnifying Party will not be affected by any investigation or knowledge of the Indemnitee Indemnified Party or any waiver by the Indemnitee 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 Indemnitee Indemnified Party knew or should have known that any representation or warranty might be inaccurate or that the Indemnitor 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. (b) Each Seller acknowledges and agrees that, upon and following the Closing, neither the Acquired Company nor its Subsidiary shall not 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 Each Seller 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. (a) An IndemniteeIndemnified Party’s right to indemnification or other remedies based upon the representations and warranties and covenants and agreements of the Indemnitor Indemnifying Party will not be affected by any investigation or knowledge of the Indemnitee Indemnified Party or any waiver by the Indemnitee 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 Indemnitee Indemnified Party knew or should have known that any representation or warranty might be inaccurate or that the Indemnitor 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. (b) Each Seller Company Unitholder acknowledges and agrees that, upon and following the Closing, neither the Acquired Company nor its Subsidiary shall not have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Seller Company Unitholder whole for or on account of any indemnification or other claims made by any Buyer Parent Indemnitee hereunder. Sellers Each Company Unitholder shall have no right of contribution against the Acquired Company or its Subsidiary with respect to any such indemnification or other claimclaim described in the preceding sentence.

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 ClosingClosing Date, neither none of the Acquired Company nor its Subsidiary Target Companies shall have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any such Seller whole for or on account of any indemnification or other claims made by any Buyer Indemnitee hereunder. Sellers No Seller shall have no have, and each Seller does hereby expressly waive, any right of contribution against any of the Acquired Company or its Subsidiary Target Companies 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. 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 ClosingClosing Date, neither none of the Acquired Company nor its Subsidiary Companies shall have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any such Seller whole for or on account of any indemnification or other claims made by any Buyer Indemnitee hereunder. Sellers No Seller shall have no a right of contribution against any of the Acquired Company or its Subsidiary Companies with respect to any such indemnification or other claim.

Effect of Investigation; Waiver. (a) An Indemnitee’s 's right to execute the security interest on the Pledged Shares, 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 Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder. (b) Each Seller acknowledges Sellers acknowledge and agrees agree that, upon and following the Closing, neither the Acquired Company nor its Subsidiary shall not have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Seller Sellers whole for or on account of any indemnification or other claims made by any Buyer Indemnitee Indemnitees 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. (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 Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder. (b) Each Seller acknowledges Shareholders acknowledge and agrees agree that, upon and following the Closing, neither the Acquired Company nor its Subsidiary shall not have any liability Liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Seller Shareholder whole for or on account of any indemnification or other claims made by any Buyer Indemnitee hereunder. Sellers Shareholder 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. (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 covenantinaccurate. 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 The Shareholder acknowledges and agrees that, upon and following the ClosingClosing Date, neither the Acquired no TLC Company nor its Subsidiary shall have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Seller the Shareholder whole for or on account of any indemnification or other claims made by any Buyer Company Indemnitee hereunder. Sellers The Shareholder shall have no not have, and the Shareholder does hereby expressly waive, any right of contribution against the Acquired Company or its Subsidiary TLC Companies with respect to any such indemnification or other claim.