Common use of Representations Not Limited Clause in Contracts

Representations Not Limited. The Sellers agree that the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article IX relating to the representations, CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED warranties, covenants and obligations of the Sellers are part of the basis of the bargain contemplated by this Agreement; and such representations, warranties, covenants and obligations, and the rights and remedies that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their Representatives, regardless of whether obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Seller or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Representations Not Limited. The Sellers Company and the Securityholders’ Agent (on behalf of the Non-Dissenting Equityholders) hereby agree that that: (i) the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article IX Section 9 relating to the representations, CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED warranties, covenants covenants, agreements and obligations of the Sellers Company or the Securityholders’ Agent, as applicable, are part of the basis of the bargain contemplated by this Agreement; Agreement and (ii) such representations, warranties, covenants covenants, agreements and obligations, and the rights and remedies that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants covenants, agreements or obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their Representatives, regardless of whether obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Seller the Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Representations Not Limited. The Sellers Sellers, the Company and the Sellers’ Representative (on behalf of the Indemnitors) hereby agree that that: (i) the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article IX Section 11 relating to the representations, CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED warranties, covenants and obligations of Sellers, and the Sellers Company are part of the basis of the bargain contemplated by this Agreement; and (ii) such representations, warranties, covenants and obligations, and the rights and remedies that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or and obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Seller Seller, any Acquired Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Representations Not Limited. The Sellers hereby agree that that: (i) the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article IX Section 9 relating to the representations, CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED warranties, warranties and covenants and obligations of the Sellers in this Agreement and of the Company in the Share Issuance Agreement are part of the basis of the bargain contemplated by this Agreement; and (ii) such representations, warranties, covenants warranties and obligationscovenants, and the rights and remedies that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, warranties and covenants or obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by a Seller, any Seller Acquired Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement or the Share Issuance Agreement.. 9.2

Representations Not Limited. The Sellers Stockholders agree that the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article IX relating to the representations, CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED warranties, warranties and covenants and obligations of the Sellers Company or other items that are indemnifiable under Section 9.2(a) are part of the basis of the bargain contemplated by this Agreement; and such representations, warranties, covenants and obligationsother items, and the rights and remedies that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their Representatives, regardless of whether obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Seller Stockholder or any other PersonPerson (other than by specific inclusion in the Disclosure Schedule), and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.