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.
Appears in 1 contract
Effect of Investigation; Waiver. The Parent Indemnitees’ (a) Parent's right to indemnification under this Article XII or other remedies provided in this Agreement shall based upon the representations and warranties, covenants, agreements and undertakings of the Company will not be affected by any investigation (including any environmentalinvestigation, regulatory knowledge 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 of by Parent. Such representations and warranties shall not be affected or deemed waived by reason of the fact that Parent knew or should have known that any of the same is or might be inaccurate. 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 Parent of any condition based upon on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the any right to indemnification, reimbursement indemnification or other remedy based upon any on such representationwarranties, warranty, covenant or obligationcovenants and obligations unless otherwise expressly agreed in writing by Parent.
Appears in 1 contract
Samples: Merger Agreement (Freemarkets Inc)
Effect of Investigation; Waiver. The Parent Indemnitees’ (a) Parent's right to indemnification under this Article XII or other remedies provided in this Agreement shall based upon the representations and warranties, covenants, agreements and undertakings of the Company will not be affected by any investigation (including any environmentalinvestigation, regulatory knowledge 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 by Parent. Such representations and warranties shall not be affected or deemed waived by reason of the fact that Parent knew or should have known that any of the same is or might be inaccurate. 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 Parent of any condition based upon on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the any right to indemnification, reimbursement indemnification or other remedy based upon any on such representationwarranties, warranty, covenant or obligationcovenants and obligations unless otherwise expressly agreed in writing by Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Freemarkets Inc)
Effect of Investigation; Waiver. The Parent Indemnitees’ (a) Parent's right to indemnification under this Article XII or other remedies provided in this Agreement shall based upon the representations and warranties, covenants, agreements and undertakings of the other party will not be affected by any investigation (including any environmentalinvestigation, regulatory knowledge 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 of such party. Such representations and warranties shall not be affected or deemed waived by reason of the fact that Parent knew or should have known that any of the same is or might be inaccurate. 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 Parent of any condition based upon on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the any right to indemnification, reimbursement indemnification or other remedy based upon any on such representationwarranties, warranty, covenant or obligationcovenants and obligations unless otherwise expressly agreed in writing by Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fore Systems Inc /De/)