Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 73 contracts
Samples: Patent License Agreement, Stock Purchase Agreement (Kingsway Financial Services Inc), Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Partyany indemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) indemnified party’s or by reason of the fact that the Indemnified Party or any of its Representatives such indemnified party knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 19 contracts
Samples: Membership Interest Purchase Agreement (Bitech Technologies Corp), Project Management Services Agreement (Bitech Technologies Corp), Membership Interest Purchase Agreement (Bitech Technologies Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate).
Appears in 9 contracts
Samples: Asset Purchase Agreement (Crown Crafts Inc), Merger Agreement (Argo Blockchain PLC), Merger Agreement (Argo Blockchain PLC)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 7 contracts
Samples: Equity Interest Purchase Agreement (American International Holdings Corp.), Merger Agreement (Agrify Corp), Membership Interest Purchase Agreement (Agrify Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 6 contracts
Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.), Asset Purchase Agreement (4Front Ventures Corp.), Stock Purchase Agreement (Riot Blockchain, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect theretoindemnification, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 5 contracts
Samples: Share Exchange Agreement (Muliang Agritech, Inc.), Membership Interest Purchase Agreement, Agreement and Plan of Reorganization (Development Capital Group, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the any Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any Indemnified Party (including by any of its Representatives) or by reason of the fact that the such Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 4 contracts
Samples: Stock Exchange Agreement (Reliance Global Group, Inc.), Stock Exchange Agreement (Reliance Global Group, Inc.), Warrant Exchange Agreement (Harmony Energy Technologies Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, as the case may be.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Intellinetics, Inc.), Asset Purchase Agreement (Continental Materials Corp), Merger Agreement (Teladoc, Inc.)
Effect of Investigation. The representationsright of any Indemnified Party to indemnification, warranties payment of Damages and covenants other remedies provided for herein based on a breach of the Indemnifying Partyany representation, and the Indemnified Party’s right warranty, covenant or agreement of any party contained in or made pursuant to indemnification with respect thereto, this Agreement or Ancillary Agreement shall not be affected or deemed waived or otherwise affected by reason of any information furnished to, any investigation made by conducted by, or on behalf any knowledge of, any Indemnified Party, except as expressly set forth in any section of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurateSeller Disclosure Letter.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Rand Logistics, Inc.), Asset Purchase Agreement (Rand Logistics, Inc.), Asset Purchase Agreement (Rand Logistics, Inc.)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 3 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Delek Logistics Partners, LP), Asset Purchase Agreement (Delek US Holdings, Inc.), Asset Purchase Agreement (Delek Logistics Partners, LP)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified PartyIndemnitee’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party Indemnitee (including by any of its Representatives) or by reason of the fact that the Indemnified Party Indemnitee or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Asure Software Inc), Asset Purchase Agreement (Asure Software Inc), Asset Purchase Agreement (Asure Software Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party before the Closing (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, as the case may be.
Appears in 2 contracts
Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc), Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect theretoor other remedy based on the representations, shall warranties, covenants and agreements of the Indemnifying Party contained herein will not be affected or deemed waived by reason of any investigation made conducted by or on behalf of the Indemnified Party (including with respect to, or any knowledge acquired by any of its Representatives) or by reason of the fact that the Indemnified Party at any time, with respect to the accuracy or any inaccuracy of its Representatives knew or should have known that compliance with, any such representation representation, warranty, covenant or warranty is, was or might be inaccurateagreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Avalo Therapeutics, Inc.), Asset Purchase Agreement (Apricus Biosciences, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Merit Medical Systems Inc), Asset Purchase Agreement (Merit Medical Systems Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in ARTICLE V.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Clean Energy Fuels Corp.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurateinaccurate or by reason of the Indemnified Party’s waiver of any such inaccurate representation or warranty.
Appears in 2 contracts
Samples: Share Purchase Agreement (Inpixon), Share Purchase Agreement (Inpixon)
Effect of Investigation. The representations, representations and warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect theretohereunder, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Thoratec Corp)
Effect of Investigation. The representations, warranties and covenants of the an Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 2 contracts
Samples: Contingent Stock Purchase Agreement (Hightimes Holding Corp.), Asset Purchase Agreement (Boxlight Corp)
Effect of Investigation. The representations, warranties and covenants of the each Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any Indemnified Party (including by any of its RepresentativesRepresentative thereof) or by reason of the fact that the any Indemnified Party or any of its Representatives Representative thereof knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Troika Media Group, Inc.), Goodwill Purchase Agreement (Troika Media Group, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 2 contracts
Samples: Purchase Agreement, Asset Purchase Agreement
Effect of Investigation. The representations, representations and warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurateinaccurate or by reason of the Indemnified Party’s waiver of any closing condition set forth in this Agreement.
Appears in 2 contracts
Samples: Unit Exchange Agreement (Triller Corp.), Share and Unit Exchange Agreement (Triller Corp.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurateinaccurate or by reason of the Indemnified Party’s waiver of any condition contained in this Agreement.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Partyindemnifying party, and the Indemnified Partyindemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party indemnified party (including by any of its Representatives) managers, directors, officers, employees, consultants, financial advisors, counsel, accountants or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurateother agents).
Appears in 1 contract
Samples: Asset Purchase Agreement (Security National Financial Corp)
Effect of Investigation. The representations, warranties and covenants of the any Indemnifying Party, and the any Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any Indemnified Party (including by any of its Representatives) or by reason of the fact that the any Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of their or its Representatives) or by reason of the fact that the Indemnified Party or any of his or its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its an Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Teladoc, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Any Indemnified Party’s right to indemnification with respect thereto, or other remedy shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known at any time that any such representation or warranty is, was or might be breached or inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact or any argument that the any Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the An Indemnified Party’s right to indemnification with respect theretoor other remedy based on the representations, shall warranties, covenants and agreements of Seller or Buyer contained herein will not be affected or deemed waived by reason of any investigation made conducted by or on behalf of the such Indemnified Party (including with respect to, or any knowledge acquired by any of its Representatives) or by reason of the fact that the such Indemnified Party at any time, with respect to the accuracy or any inaccuracy of its Representatives knew or should have known that compliance with, any such representation representation, warranty, covenant or warranty is, was or might be inaccurateagreement.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified PartyIndemnitee’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party Indemnitee (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party Indemnitee or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Any Indemnified Party’s right to indemnification with respect thereto, hereunder shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any Indemnified Party (including by any of its Representatives) or by reason of the fact that the such Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate., as the case may be. 32
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the each Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any Indemnified Party (including by any of its RepresentativesRepresentative thereof) or by reason of the fact that the any Indemnified Party or any of its Representatives Representative thereof knew or should have known that any such representation or warranty is, was or might be inaccurate.. Section 9.09
Appears in 1 contract
Samples: Equity Purchase Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Indemnifying Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Samples: Share and Membership Interest Purchase Agreement (Nacco Industries Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of or its Representatives) Affiliates or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known known, whether before or after the Closing, that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesprincipals, shareholders, directors, officers, partners, agents or employees) or by reason of the fact that the Indemnified Party Party, or any of its Representatives representatives, knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurateinaccurate or by reason of the Indemnified Party’s waiver of any condition set forth herein.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect theretothereto (if any), shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified PartyIndemnitee’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party Indemnitee (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party Indemnitee or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate. 5.9.
Appears in 1 contract
Samples: Asset Purchase Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its RepresentativesPersonnel) or by reason of the fact that the Indemnified Party or any of its Representatives Personnel knew or should have known that any such representation or warranty is, was was, or might be inaccurate.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SPI Energy Co., Ltd.)
Effect of Investigation. The Notwithstanding anything else to the contrary contained in this Agreement, the representations, warranties and covenants of the any Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Diversified Holdings)
Effect of Investigation. The representations, warranties and covenants of either the Indemnifying Buyer Indemnified Party or the Seller Indemnified Party, and the Indemnified Partysuch party’s right rights to indemnification with respect theretohereunder, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party such party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party such party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Samples: Asset Purchase Agreement (Interlink Electronics Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.. Section 7.09
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying PartyIndemnifier, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ascend Wellness Holdings, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or representatives should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate.. 7.10
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Flotek Industries Inc/Cn/)
Effect of Investigation. The representations, warranties and covenants of the an Indemnifying Party, Party and the Indemnified Party’s right to indemnification with respect thereto, shall thereto will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (New Home Co Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.such
Appears in 1 contract
Samples: Asset Purchase Agreement (Ra Medical Systems, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.. Section 8.09
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Samples: Sub License, License and Asset Purchase Agreement (Sydys Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.. Section
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in this Agreement
Appears in 1 contract
Samples: Stock Purchase Agreement (Radiopharm Theranostics LTD)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, Party and the Indemnified Party’s right to indemnification with respect thereto, thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (STAMPS.COM Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall are not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying PartyIndemnitors, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
Appears in 1 contract
Samples: Asset Purchase Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made at any time by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties warranties, covenants and covenants agreements of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate).
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Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew know or should have known that any such representation or warranty is, was or might be inaccurate, as the case may be.
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Samples: Merger Agreement (Teladoc, Inc.)
Effect of Investigation. The Except as expressly set forth in Section 6.04(b), the representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.. Section 8.09
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Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect theretoor other remedy based on the representations, shall warranties, covenants and agreements of Indemnifying Party contained herein will not be affected or deemed waived by reason of any investigation made conducted by or on behalf of the Indemnified Party (including with respect to, or any knowledge acquired by any of its Representatives) or by reason of the fact that the Indemnified Party at any time, with respect to the accuracy or any inaccuracy of its Representatives knew or should have known that compliance with, any such representation representation, warranty, covenant or warranty is, was or might be inaccurateagreement.
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Samples: Membership Interest Purchase Agreement (Sysorex, Inc.)
Effect of Investigation. The representations, warranties and covenants of the each Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any Indemnified Party (including by any of its RepresentativesRepresentative thereof) or by reason of the fact that the any Indemnified Party or any of its Representatives Representative thereof knew or should have known that any such representation or warranty is, was or might be inaccurate.. Section 6.09
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Samples: Goodwill Purchase Agreement