Knowledge of Claims. Each of the Company Warranties is given subject to the matters fully and fairly Disclosed. No other information relating to any Group Member of which the Investor has knowledge (actual or constructive), no other information relating to the Investor of which the Company has knowledge (actual or constructive) and no investigation by or on behalf of the Investor or the Company shall prejudice any claim made by the Investor or the Company, as the case may be, under the indemnity contained in Section 10, or operate to reduce any amount recoverable thereunder. It shall not be a defense to any claim against the Company or the Investor that the Company or the Investor, as the case may be, knew or ought to have known or had constructive knowledge of any information, other than as fully and fairly disclosed as above, relating to the circumstances giving rise to such claim. The Disclosure Letter shall be deemed to take effect as at the date hereof.
Knowledge of Claims. No other information relating to the Company or its Subsidiaries of which the Purchasers have knowledge (actual or constructive), and no investigation by or on behalf of the Purchasers shall prejudice any claim made by any Purchaser under the indemnity contained herein or operate to reduce any amount recoverable thereunder. It shall not be a defense to any claim against the Company or any Subsidiary that the Purchasers knew or ought to have known or had constructive knowledge of any information relating to the circumstances giving rise to such claim.
Knowledge of Claims. Each party expressly warrants and stipulates that it intends for the Releases contained herein to release any and all claims that each may now have against the other, regardless of whether such claims have been asserted and regardless of whether such claims arise out of or are related in any way to any facts in existence on or before the date of this Agreement.
Knowledge of Claims. Each of the Covenantor Warranties is given subject to the matters fully and fairly disclosed in the Disclosure Schedule, but no other information relating to the Covenantors of which any Investor has knowledge (actual or constructive), no other information relating to any Investor of which any Covenantor has knowledge (actual or constructive) and no investigation by or on behalf of any Investor or any Covenantor shall prejudice any claim made by any Investor or any Covenantor, as the case may be, under the indemnity contained in section 9 or operate to reduce any amount recoverable thereunder. It shall not be a defense to any claim against any Covenantor or any Investor that any Investor or any Covenantor, as the case may be, knew or ought to have known or had constructive knowledge of any information (other than as fully and fairly disclosed in the Disclosure Schedule) relating to the circumstances giving rise to such claim.
Knowledge of Claims. Executive expressly warrants and stipulates that it intends for the Release contained herein to release any and all claims that Executive may now have against the released parties, regardless of whether such claims have been asserted and regardless of whether such claims arise out of or are related in any way to any facts in existence on or before the date of this Agreement.
Knowledge of Claims. Each of Consolidated and the Subsidiaries expressly warrants and stipulates that it intends for the Release to release any and all claims that it may now have against the Released Parties, regardless of whether such claims have been asserted and regardless of whether such claims arise out of or are related in any way to any facts in existence on or before the date of this Agreement.
Knowledge of Claims. As of the date hereof, the executive officers and directors of NSI do not have any actual knowledge of any claims, actions or causes of action that NSI may have against Rutenberg.
Knowledge of Claims. Buyer has no knowledge of any Claims which would result in any Damages to Buyer immediately subsequent to Closing as provided in ARTICLE 12 of this Agreement except as set forth in the certificate described in SECTION 9.2D of this Agreement.
Knowledge of Claims. (i) If (A) prior to the Closing, any Warrantor (including any of its employees, representatives, lawyers, accountants and other advisors) has actual knowledge of any breach of this Agreement by, or claim that may be asserted hereunder against, Investor or Investor (including any of its employees, representatives, lawyers, accountants and other advisors) has actual knowledge of any breach of this Agreement by, or any claim that may be asserted hereunder against, any Warrantor or the Company (including, in both cases, claims for breach of any representation, warranty or covenant or for indemnification under Section 9) and (B) the Party having such knowledge (the “knowing party”) proceeds with the Closing notwithstanding such breach, then the knowing party shall be deemed to have irrevocably waived all rights in connection therewith and the knowing party and its successors, assigns and Affiliates shall have no right to (x) assert any claim pursuant to Section 9, (y) to xxx for damages or (z) to otherwise assert any other right or remedy for any losses or other matters arising from or relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.
(ii) For purposes of this Section, it shall not be deemed as being known by any Party hereto, any matter communicated by the other Party by means other than (A) such Party’s disclosure schedule (including, for the avoidance of doubt, the contents of documents listed or mentioned therein or attached thereto), (B) documents received in the course of its due diligence, (C) management presentations and written communications to a representative of such Party from a representative of the other Party, and (D) matters set forth in this Agreement, the Shareholders Agreement, and any other instrument or agreement executed by the Parties in connection herewith.
Knowledge of Claims. As of the date hereof, Buyer does not have knowledge of any breach of the representations and warranties of Seller contained in this Agreement.
