Common use of Remedies Not Affected by Investigation, Disclosure or Knowledge Clause in Contracts

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, the Buyer hereby expressly reserves the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of the Buyer or any of its Representatives in respect of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof. In furtherance of the foregoing, the Seller agrees that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by the Seller herein, the Seller shall not in any proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenants.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, subject to the limitations set forth in this Agreement, the Buyer hereby expressly reserves the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty warranty, agreement or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of the Buyer or any of its Representatives in respect of any fact or circumstances circumstance that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof. In furtherance of the foregoing, the Seller agrees that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by the Seller herein, the Seller shall not in any proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenants.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, the Buyer hereby expressly reserves the right to seek indemnity or other remedy under Section 12.2(i) or Section 12.2(ii) for any Losses arising out of or relating to any breach of any representationrepresentation or warranty of the Company or Stockholder contained in this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements, warranty or any Losses arising out of or relating to any breach of any covenant of the Company contained hereinin this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements, notwithstanding (a) any investigation by, disclosure to, knowledge to or imputed knowledge of the Buyer or any of its Representatives in respect of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the execution and delivery hereofhereof or (b) any waiver of such breach in connection with the Closing. In furtherance of Notwithstanding the foregoing, Buyer waives its rights to indemnity or any other remedy for Losses arising out of or relating to the Seller agrees that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representationany covenant set forth in this Agreement, warranty but only to the extent Buyer expressly waived the satisfaction or compliance of such covenant by the Seller herein, Company and failed to reserve its rights to seek indemnification in connection with the Seller shall not in any proceeding concerning a breach or alleged breach delivery of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenantswaiver.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, the Buyer hereby expressly reserves the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of the Buyer or any of its Representatives in respect of any fact or circumstances circumstance that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof. In furtherance of the foregoing, the Seller agrees MBS Parties agree that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by the Seller MBS Parties herein, the Seller MBS Parties shall not in any proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenants.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, the The Buyer hereby expressly reserves the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representationagreement, covenant, promise, representation or warranty or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of the Buyer or any of its Representatives representatives in respect of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof. In furtherance of the foregoing, the Seller agrees that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representationany agreement, covenant, promise, representation or warranty or covenant by the Seller herein, the Seller shall not in any proceeding concerning a breach or alleged breach of any representationagreement, covenant, promise, representation or warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenants.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, Parent and the Buyer hereby Acquiror expressly reserves reserve the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of Parent, the Buyer Acquiror or any of its their respective Representatives in respect of any fact or circumstances circumstance that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof. In furtherance of the foregoing, the Seller agrees Indemnifying Parties agree that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by the Seller Company herein, the Seller Indemnifying Parties shall not in any proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of Parent, the Buyer Acquiror or any of its their respective Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of Parent, the Buyer Acquiror or any of its their respective Representatives prior to the Closing on or with respect to any such representations, warranties or covenants.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are Transaction is consummated, the Buyer hereby expressly reserves the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty warranty, or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of the Buyer or any of its Representatives in respect of any fact or circumstances circumstance that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof; provided, however, that to the extent Buyer has knowledge before Closing of a breach of any representation, warranty, or covenant contained herein, Buyer notified Sellers of such breach and provided Sellers with an opportunity to remedy such breach. In furtherance of Subject to the foregoingpreceding sentence, the Seller agrees Sellers agree that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by the Seller Sellers herein, the Seller Sellers shall not in any proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenants.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions transaction contemplated hereby are is consummated, the Buyer Indemnified Party hereby expressly reserves the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of the Buyer Indemnified Party or any of its Representatives in respect of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof. In furtherance of the foregoing, the Seller Indemnifying Party agrees that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by the Seller hereinIndemnifying Party, the Seller Indemnifying Party shall not in any proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer Indemnified Party or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer Indemnified Party or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenants.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, the Buyer hereby expressly reserves the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of of, or reliance or non-reliance by, the Buyer or any of its Representatives in respect of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof, except for facts or circumstances disclosed in the Disclosure Letter. In furtherance of the foregoing, the Seller agrees that as knowledge or lack of reliance by the Buyer shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by the Seller herein, the Seller shall not in any proceeding concerning a breach or alleged breach of any representation, warranty or covenant hereinherein (except in a claim alleging fraud), or any indemnity or payment thereof, seek information concerning knowledge or reliance of the Buyer or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer or any of its Representatives at or prior to the Closing on or with respect to any such representations, warranties or covenants.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, the Buyer hereby expressly reserves the right to seek indemnity or other remedy under Section 12.2(i) or Section 12.2(ii) for any Losses arising out of or relating to any breach of any representationrepresentation or warranty of the Company or Stockholder contained in this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements, warranty or any Losses arising out of or relating to any breach of any covenant of the Company contained hereinin this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements, notwithstanding (a) any investigation by, disclosure to, knowledge to or imputed knowledge of the Buyer or any of its Representatives in respect of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof, or (b) any waiver of such breach in connection with the Closing. In furtherance of Notwithstanding the foregoing, Buyer waives its rights to indemnity or any other remedy for Losses arising out of or relating to the Seller agrees that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representationany covenant set forth in this Agreement, warranty but only to the extent Buyer expressly waived the satisfaction or compliance of such covenant by the Seller herein, Company and failed to reserve its rights to seek indemnification in connection with the Seller shall not in any proceeding concerning a breach or alleged breach delivery of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer or any of its Representatives, through deposition, discovery or otherwise or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenantswaiver.

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, the Buyer hereby Acquiror expressly reserves the right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of the Buyer Acquiror or any of its Representatives in respect of any fact or circumstances circumstance that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof. In furtherance of the foregoing, the Seller agrees Company Securityholders agree that as knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representation, warranty warrant or covenant by the Seller Company herein, the Seller Company Securityholders shall not in any proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the Buyer Acquiror or any of its Representatives, through deposition, discovery discovery, or otherwise otherwise, or seek to introduce evidence or argument in any proceeding regarding the knowledge or lack of reliance of the Buyer Acquiror or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenants. Notwithstanding the foregoing in this ‎Section 8.6, this ‎Section 8.6 does not, and is not intended to, impact or impair any of the disclosures made by the Company in the Disclosure Schedules, which disclosures shall qualify the representations and warranties made by the Company in this Agreement.