Knowledge and Investigation. All warranties, covenants, obligations, agreements and indemnities of the parties contained in this Agreement and in the Transaction Documents shall be deemed material and relied upon by the other party and such other party’s Indemnitees, regardless of any knowledge or investigation or any representation made by the other party, and none will be waived by any failure to pursue any action or consummation of the transactions contemplated by this Agreement.
Knowledge and Investigation. The right of any Buyer Indemnified Person or Seller Indemnified Person to indemnification pursuant to this Article IX will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement, referred to in Sections 9.1 and 9.2. The waiver of any condition contained in this Agreement or in any Ancillary Agreement based on the breach of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right of any Buyer Indemnified Person or Seller Indemnified Person to indemnification pursuant to this Article IX based on such representation, warranty, covenant or agreement.
Knowledge and Investigation. All representations, warranties, covenants, obligations, agreements and indemnities of Sellers contained in this Agreement and in the Transaction Documents shall be deemed material and relied upon by Buyer and the Indemnitees, regardless of any knowledge or investigation or any representation made by Buyer, and none will be waived by any failure to pursue any action or consummation of the transactions contemplated by this Agreement.
Knowledge and Investigation. The right of any Indemnified Person to indemnification pursuant to this Article VII will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy of any representations or warranty, or performance of or compliance with any covenant or agreement hereunder. The waiver of any condition contained in this Agreement or in any Related Agreement based on the breach of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right of any Indemnified Person to indemnification pursuant to this Article VII based on such representation, warranty, covenant or agreement.
Knowledge and Investigation. The right of any Indemnified Party to indemnification pursuant to this Section 7 will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement under this Agreement.
Knowledge and Investigation. The rights of any Indemnified Party under this Article XVII will not be affected by any investigation conducted or any knowledge acquired (or capable of being acquired) at any time whether before or after the execution of this Agreement.
Knowledge and Investigation. If any condition contained in this Agreement or in any Ancillary Agreement based on the truth and accuracy of any representation or warranty, or the performance of or compliance with, any covenant or agreement is expressly waived in writing by an Indemnified Party, the right of such Indemnified Party to indemnification pursuant to this Section 10 based on such representation, warranty, covenant or agreement shall be deemed waived at Closing to the extent such waiver expressly states that such right to indemnification is also being waived.
Knowledge and Investigation. The right of any party to indemnification pursuant to this Article VIII is not to be affected by the Closing or any waiver of any Closing condition hereunder or any investigation conducted for or on behalf of any party, or knowledge acquired (or capable of being acquired) at any time by any party or any representatives of any party, whether before or after the Closing, with respect to the accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement.
Knowledge and Investigation. The representations, warranties, covenants and agreements, under this Agreement and the other Transaction Documents, and any rights and remedies with respect thereto, shall not be affected or diminished by any knowledge of, or any investigation at any time by or on behalf of, the Party for whose benefit such representations, warranties and covenants were made, or by the Closing of this Agreement and the transactions contemplated hereby.
Knowledge and Investigation. The right of any Indemnified Party to indemnification pursuant to this Article VIII shall not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the Execution Date or the Closing, with respect to the accuracy of any representations or warranty, or performance of or compliance with any covenant or agreement hereunder. The waiver of any condition contained in this Agreement or in any other Transaction Document based on the breach of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, shall not affect the right of any Indemnified Party to indemnification pursuant to this Article VIII based on such representation, warranty, covenant or agreement.
