Imputed Knowledge and Waiver Sample Clauses

Imputed Knowledge and Waiver. Anything to the contrary notwithstanding, if Buyer or an affiliate of Buyer (a) owns any leasehold interest in a Property or (b) acts as an operator with respect to any Property (regardless of whether or not it also owns an interest in such Property), Buyer shall be deemed to have knowledge of any Defect or breach of any representation or warranty by Seller with respect to such Property, and shall not be entitled (and hereby waives any right) (i) to give a notice of an Asserted Defect with respect to such Property, (ii) to refuse to close because of the existence of any such Defect or breach, or (iii) to indemnity or any other remedy with respect to any such Defect or breach.
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Imputed Knowledge and Waiver. Anything to the contrary notwithstanding, if Buyer or an affiliate of Buyer is the operator or the contract operator of any Oil and Gas Property, Buyer shall be deemed to have knowledge of any breach of any representation or warranty by Seller with respect to any Oil and Gas Property for which Buyer or any affiliate of Buyer is acting as the operator or contract operator, and shall not be entitled (and hereby waives any right) (i) to refuse to close because of the existence of any such breach or (ii) to indemnity or any other remedy with respect to any such breach.
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Imputed Knowledge and Waiver. Anything to the contrary notwithstanding, if Buyer or an affiliate of Buyer (a) owns any interest in any Property and Seller or an affiliate of Seller is not the operator of such Property or (b) acts as an operator with respect 57 to any Property (regardless of whether or not it also owns an interest in such Property), Buyer shall be deemed to have knowledge of any Environmental Defect or breach of any representation or warranty by Seller with respect to such Property, and shall not be entitled (and hereby waives any right) (i) to give a notice of an Asserted Environmental Defect with respect to such Property, (ii) to refuse to close because of the existence of any such Asserted Environmental Defect or breach or (iii) to indemnity or any other remedy with respect to any such Asserted Environmental Defect or breach.
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Related to Imputed Knowledge and Waiver

  • Standstill and Waivers The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, until the First Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1:

  • Variations and Waivers 22.1 No variation of this Agreement shall be effective unless made in writing signed by or on behalf of all the parties and expressed to be such a variation.

  • Consent and Waiver by Third Parties The Indemnitee hereby represents and warrants that he or she has obtained all waivers and/or consents from third parties which are necessary for his or her employment with the Company on the terms and conditions set forth herein and to execute and perform this Agreement without being in conflict with any other agreement, obligation or understanding with any such third party. The Indemnitee represents that he or she is not bound by any agreement or any other existing or previous business relationship which conflicts with, or may conflict with, the performance of his or her obligations hereunder or prevent the full performance of his or her duties and obligations hereunder.

  • VARIATION AND WAIVER No variation or waiver of this Agreement shall be effective unless it is in writing and signed by (or by some person duly authorised by) each of the parties. No single or partial exercise of, or failure or delay in exercising, any right under this Agreement shall constitute a waiver or preclude any other or further exercise of that or any other right.

  • Consents and Waivers No consent or waiver expressed or implied by either Party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall:

  • Severability and Waiver (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

  • RELEASES AND WAIVERS Each of the releases and waivers enumerated in this Article 5 shall become effective only upon the Closing of the contribution and exchange of the Participating Entity Interests pursuant to Articles 1 and 2 herein.

  • Delay and Waiver No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Security Documents will impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy will preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

  • Authorization; No Breach; Valid and Binding Agreement The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law).

  • Governmental Approvals; No Conflicts The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

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