Materiality; Knowledge; No Right of Contribution Sample Clauses

Materiality; Knowledge; No Right of Contribution. For the purpose of quantifying an Indemnified Party’s Losses under this Article VII only, any representation or warranty given or made by the Company that is qualified in scope as to materiality (including the Company Material Adverse Effect) or as to Knowledge shall be deemed to be made or given without such qualification. There shall be no right of contribution from the Surviving Corporation or CS with respect to any Loss claimed by an Indemnified Party, and any Indemnifying Party with Liability pursuant to this Section 7.2 shall not have a right of contribution from any other Indemnifying Party for amounts in excess of the Escrow Amount (which shall not limit the ability of CS to recover such Losses to the full extent of the Escrow Amount).
Sample 1
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Materiality; Knowledge; No Right of Contribution. For the purpose of quantifying an indemnified party’s Warranty Losses under this ARTICLE VIII only, *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION 47 any representation or warranty given or made by the Seller that is qualified in scope as to materiality (including a Material Adverse Effect) or as to Knowledge shall be deemed to be made or given without such qualification. There shall be no right of contribution from the Buyer with respect to any Loss claimed by an indemnified party.
Sample 1
Materiality; Knowledge; No Right of Contribution. For the purpose of quantifying an Indemnified Party’s Losses under this Article 6 only, any representation or warranty given or made by the Company that is qualified in scope as to materiality (including the Company Material Adverse Effect) or as to Knowledge shall be deemed to be made or given without such qualification. There shall be no right of contribution from the Company or any of its respective officers and directors, with respect to any Loss claimed by an Indemnified Party.
Sample 1

Related to Materiality; Knowledge; No Right of Contribution

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Notice of Breaches of Representations and Warranties under this Agreement The Borrower shall, upon receipt of notice or discovery thereof, promptly notify the Administrative Agent if any representation or warranty set forth in Section 4.01 or Section 4.02 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent and the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.

  • Representations and Warranties of Consultant Consultant warrants to The Company that:

  • Persons Having Rights under this Agreement Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

  • Representation and Warranty of Executive Executive represents and warrants to the Company that he is not now under any obligation, of a contractual nature or otherwise, to any person, partnership, company or corporation that is inconsistent or in conflict with this Agreement or which would prevent, limit or impair in any way the performance by him of his obligations hereunder.

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

  • Representations and Warranties of Executive Executive represents and warrants to the Company that:

  • Representations and Warranties of Employee Employee represents and warrants to the Company that:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.

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