Pre-Closing Knowledge. If at any time after the Effective Date, either Purchaser or any Seller obtains any actual knowledge that any representation or warranty of Sellers contained herein is untrue in any material manner, said party shall promptly disclose such fact in writing to the other parties hereto. If such misrepresentation was not intentional or did not result from the act of a Seller or its affiliates or agents to cause the representation or warranty to become untrue, such Seller shall not be in default under this Agreement and the sole remedy of Purchaser shall be to (i) proceed to the applicable Closing (subject to the terms of this Agreement), in which case Purchaser shall be deemed to have waived its rights with respect to any such breach of representation or warranty, or (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3. Notwithstanding anything to the contrary set forth in this Agreement, none of the foregoing individuals shall have any personal liability whatsoever with respect to any matters set forth in this Agreement.
Pre-Closing Knowledge. If at any time after the execution of this Agreement, either Purchaser or Sellers becomes aware of information which makes a representation and warranty contained in this Agreement to become untrue in any material respect, said party shall promptly disclose said information in writing to the other party hereto. Provided, that the party making the representation has taken no willful act to cause the representation to become untrue, said party shall not be in default under this Agreement and the sole remedy of the other party shall be to either (i) terminate this Agreement by written notice, in which event this Agreement, without further action of the parties, shall become null and void such that neither party shall have any further rights or obligations under this Agreement except for those rights and obligations which by their terms expressly survive any such termination, or (ii) elect to proceed to Closing, in which case such party shall be deemed to have waived its rights with respect to any such breach of representation or warranty. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser and Sellers are prohibited from making any claims against the other party hereto after the Closing with respect to any breaches of the other party's representations and warranties contained in this Agreement that the claiming party has actual knowledge of prior to the Closing.
Pre-Closing Knowledge. No Indemnitee shall be entitled to any indemnification hereunder with respect to any breach of any representation or warranty, with respect to which Xxxx Xxxxxx, Xxxxx Xxxxxxxx or Xxxxx Xxxxxxxxx had actual knowledge, at any time prior to the execution of this Agreement, of such breach.
Pre-Closing Knowledge. The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement, any Seller Ancillary Agreement or Buyer Ancillary Agreement shall not be affected by any investigation conducted at any time, or any knowledge capable of being acquired at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.
