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

Remedies Not Affected by Investigation, Disclosure or Knowledge. If the transaction contemplated hereby is consummated, the 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 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 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 Indemnifying Party, the 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 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 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 transaction contemplated hereby Transaction is consummated, the Indemnified Party hereby Buyer 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 Indemnified Party 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 Indemnifying Party 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 Indemnifying PartySellers herein, the Indemnifying Party 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 Indemnified Party 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 Indemnified Party 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 transaction transactions contemplated hereby is are consummated, the Indemnified Party hereby Buyer 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 Indemnified Party 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 Indemnifying Party 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 Indemnifying PartySeller herein, the Indemnifying Party 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 Indemnified Party 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 Indemnified Party 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 transaction transactions contemplated hereby is are consummated, the Indemnified Party hereby Buyer 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 Indemnified Party 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 Indemnifying Party 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 Indemnifying PartyMBS Parties herein, the Indemnifying Party 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 Indemnified Party 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 Indemnified Party 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 transaction contemplated hereby is consummated, the Indemnified Party 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 Indemnified Party 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 Indemnifying Party 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 Indemnifying PartySeller herein, the Indemnifying Party 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 Indemnified Party 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 Indemnified Party 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 transaction transactions contemplated hereby is are consummated, the Indemnified Party hereby Buyer 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 Indemnified Party 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 Indemnifying Party Seller agrees that as knowledge or lack of reliance shall not be a defense in law or equity to any indemnity claim of for breach of representation, warranty or covenant by the Indemnifying PartySeller herein, the Indemnifying Party Seller shall not in any such proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any for an indemnity thereof, seek information concerning knowledge or reliance of the Indemnified Party or any of its Representatives, through deposition, discovery or otherwise or claim hereunder seek to introduce evidence or argument in any such proceeding regarding the knowledge or lack of reliance of the Indemnified Party Buyer or any of its Representatives prior to the Closing on or with respect to any such representations, warranties or covenantscovenants with respect to such indemnity claims.