No Sandbagging. No party shall be liable under this Article for any Losses resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party seeking indemnification for such Losses had actual or constructive knowledge of such inaccuracy or breach at or before Closing.
No Sandbagging. Notwithstanding anything in this Agreement to the contrary, to the extent VB had actual knowledge as of the time of the execution and delivery of this Agreement of any breach or failure to be true as of the date hereof of any representation or warranty made by the Corporation under Section 2 of this Agreement, then no VB Indemnitee may bring a claim for indemnification for any Losses under this Section 7 (or any claim for any other right or remedy) arising out of such breach or failure to be true (to the extent of the known breach or failure to be true, including magnitude thereof). This subsection shall not be interpreted to deprive any VB Indemnitee of a claim for indemnification for any Losses under this Section 7 (or any claim for any other right or remedy) arising out of a breach or failure to be true, as of the time of the execution and delivery of this Agreement, of any representation or warranty made by the Corporation under Section 2 of this Agreement if VB did not have actual knowledge as of the time of the execution and delivery of this Agreement of such breach/ failure to be true (and, if VB had actual knowledge of some but not all of such breach/ failure to be true, including magnitude thereof, then the VB Indemnitees’ claim for indemnification for any Losses under this Section 7 (or any claim for any other right or remedy) with respect to such breach/ failure to be true shall be preserved as to the portion or extent thereof for which VB did not have such actual knowledge). In connection with any determination as to whether VB had actual knowledge for purposes of this Section 7.1(g), the burden of proof shall be on the Corporation.
No Sandbagging. No Party(ies) shall be liable to the other Party(ies) for any losses or damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of such Party(ies) contained in this Agreement if the other Party(ies) had Knowledge of such inaccuracy or breach prior to the Closing.
No Sandbagging. Prior to Closing, each party covenants to give written notice to the other party if it becomes aware of any breach of any representation or warranty given by that party that is contained in this Agreement. Notwithstanding any other provision in this Agreement, to the extent that a party has knowledge of a breach of a representation or warranty by the other party on or prior to the Effective Date, there shall be no claim or recourse in respect of such breach hereunder.
No Sandbagging. A party (the "claiming party") shall not be -------------- entitled to recover from the other party on account of any breach or alleged breach of any representation or warranty made by the other party if and to the extent the other party can establish by a preponderance of the evidence that the claiming party knew prior to the Closing that a particular representation or warranty made by the other party was not true.
No Sandbagging. Notwithstanding anything in this Agreement to the contrary, to the extent Series B Investor had actual knowledge as of the time of the execution and delivery of this Agreement of any breach or failure to be true as of the date hereof of any representation or warranty made by the Corporation under Section 2 of this Agreement, then no Series B Investor Indemnitee may bring a claim for indemnification for any Losses under this Section 7 (or any claim for any other right or remedy) arising out of such breach or failure to be true (to the extent of the known breach or failure to be true, including magnitude thereof).
No Sandbagging. The parties agree that it is their intention that each party disclose to the other party all facts and circumstances of which such party has Knowledge, prior to the Closing, that, with or without notice or the passage of time, would reasonably be expected to give such party the right to seek any remedy against the other party. Accordingly, notwithstanding any provision hereof to the contrary, neither Sellers and Company, on the one hand, nor Buyer, on the other hand, shall have any Liability for indemnification under this Section 13 if the party seeking indemnification had Knowledge, prior to the Closing, of any fact or circumstance that, with or without notice or the passage of time, would reasonably be expected to give such party the right to seek any remedy against the other party, except as otherwise expressly disclosed in Part 1 of Schedule 7(a) or of Schedule 7(b).
