Common use of Effect of Investigation Clause in Contracts

Effect of Investigation. The right to indemnification, payment of Seller Losses or for other remedies based on any representation, warranty, covenant or obligation of Purchaser contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers to consummate the Transactions, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller Losses, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 2 contracts

Samples: Share Purchase and Contribution Agreement, Share Purchase and Contribution Agreement (Paradigm Ltd.)

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Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser any Seller contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or of inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Purchaser to consummate the Transactionstransactions contemplated by this Agreement, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Inter-Atlantic Financial, Inc.), Stock Purchase Agreement (Ardent Acquisition CORP)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller or Purchaser contained in or made pursuant to this Agreement or the Closing documents shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any timeanytime, whether before or after the execution and delivery of this Agreement or the date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Seller or Purchaser to consummate the TransactionsAcquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Integrated Device Technology Inc)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser Target and/or the Indemnifying Parties contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Acquiror to consummate the TransactionsMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 2 contracts

Samples: Merger Agreement (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser the Company or the Shareholders contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Purchaser to consummate the TransactionsAcquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation...

Appears in 1 contract

Samples: Share Purchase Agreement (Cohu Inc)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser the Target and/or stockholders of Target contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Acquiror to consummate the TransactionsMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Merger Agreement (Green Dot Corp)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser the Seller, the Company or the Shareholders contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Buyer to consummate the TransactionsAcquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Rocket Lab USA, Inc.)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser the Company or any Principal Stockholder contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or of inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Parent to consummate the Transactionstransactions contemplated by this Agreement, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Merger Agreement (United Benefits & Pension Services, Inc.)

Effect of Investigation. The right to indemnification, payment of Seller Purchaser Losses or for other remedies based on any representation, warranty, covenant or obligation of Purchaser Parent or Seller contained in or made pursuant to this Agreement or the Closing documents shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any timeanytime, whether before or after the execution and delivery of this Agreement or the date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Purchaser to consummate the Transactions, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller Purchaser Losses, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rf Micro Devices Inc)

Effect of Investigation. The right to indemnification, payment of Seller Losses or for other remedies based on any representation, warranty, covenant or obligation of Purchaser Lenders contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Buyer to consummate the TransactionsMerger and the transactions contemplated hereby, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller Losses, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Merger Agreement (Dts, Inc.)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser Company, any Company Subsidiary or Effective Time Holders contained in or made pursuant to this Agreement or the Closing documents shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Acquiror to consummate the TransactionsMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.. 9.9

Appears in 1 contract

Samples: Merger Agreement (Qualcomm Inc/De)

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Effect of Investigation. The right to indemnification, payment of Seller Losses or for other remedies based on any representation, warranty, covenant or obligation of Purchaser the Company and/or the Effective Time Holders contained in or made pursuant to this Agreement or the Closing documents shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at any timeanytime, whether before or after the execution and delivery of this Agreement or the date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Acquirer to consummate the TransactionsMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller Losses, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Merger Agreement (Sigma Designs Inc)

Effect of Investigation. The conditions to the obligation of Buyer to consummate the Closing, and the right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser Sellers contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Buyer to consummate the TransactionsClosing, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller Losses, Damages or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcend Services Inc)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser Target, any Target Subsidiary, any Target Related Business or Securityholders contained in or made pursuant to this Agreement or the Closing documents shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Acquiror to consummate the TransactionsMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Merger Agreement (Nuvasive Inc)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser the Seller Group contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial any Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Purchaser to consummate the Transactions, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Master Transaction Agreement (Qualcomm Inc/De)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser an Indemnifying Person contained in or made pursuant to this Agreement or the Closing documents shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Sellers Acquiror or Target to consummate the TransactionsAcquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller LossesDamages, or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arteris, Inc.)

Effect of Investigation. The right to indemnification, payment of Seller Losses Damages or for other remedies based on any representation, warranty, covenant or obligation of Purchaser Sellers or Buyer contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Buyer or Sellers to consummate the TransactionsClosing, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Seller Losses, Damages or other remedy based on such representation, warranty, covenant or obligation.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Us Industries Inc /De)

Effect of Investigation. The right to indemnification, payment of Seller Losses or for other remedies based on any representation, warranty, covenant covenant, obligation or obligation agreement of Purchaser Seller contained in or made pursuant to this Agreement or the Closing documents shall 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 date the Initial Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant covenant, obligation or obligationagreement. The waiver of any condition to the obligation of Sellers Purchaser to consummate the Transactionstransactions contemplated by this Agreement, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement, shall not affect the right to indemnification, payment of Seller Losses, Losses or other remedy based on such representation, warranty, covenant covenant, obligation or obligationagreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (RXR Realty LLC)

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