Effect on Liability. Neither (a) the consummation of the transactions contemplated by this Agreement, or (b) the delay or omission of any party to exercise any of its rights under this Agreement, shall (i) affect the liability of the parties to one another for any breach of this Agreement or (ii) prevent any party from relying on the representations or warranties contained in this Agreement, provided, however, that no party may make a claim for a breach of any representation or warranty or for the breach of covenant that occurred prior to the Effective Time, if such party had actual knowledge of such breach prior to the Effective Time.
Effect on Liability. Nothing in this clause, nor the Consultant’s compliance or non-compliance with it, shall be taken to limit or reduce the Consultant’s liability under the Agreement or at law.
Effect on Liability. Except as otherwise provided in this Section 9.07, neither (a) the consummation of the Transaction, or (b) the delay or omission of any party to exercise any of its rights under this Agreement, shall (i) affect the liability of the parties to one another for any breach of this Agreement or (ii) prevent any party from relying on the representations or warranties contained in this Agreement. The right to indemnification payment of Damages or other remedy based on the breach of representations, warranties, covenants, and obligations will 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 Closing Date with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, or obligation, provided, however, that if the Transaction is consummated, then for any breach of any representation, warranty, or any covenant or obligation to be performed prior to Closing that the Shareholder or the Company on the one hand, and Parent on the other hand becomes aware of, and notifies the non-breaching party of prior to Closing (receipt of which by the non-breaching party is evidenced in writing), the non-breaching party shall waive any right to indemnification payment of Damages or other remedy based on such breach.
Effect on Liability. The fact that insurance is obtained by Railway will not be deemed to release or diminish Railway’s liability, including liability under the indemnity provisions of this Agreement. Damages recoverable by VCTC from Railway or any third-party will not be limited by the amount of the required insurance coverage.
Effect on Liability. The requirements of this Agreement as to insurance and the acceptability to a Party of the insurers and insurance to be maintained by the other Party are not intended to and shall not in any manner limit or qualify the liabilities and obligations of a Party under this Agreement.
