Common use of Representations Not Limited Clause in Contracts

Representations Not Limited. The Company and the Securityholders’ Agent (on behalf of the Effective Time Holders) have agreed that the Parent Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Section 10 relating to the representations, warranties, covenants and obligations of the Company 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 Parent Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Parent Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any knowledge on the part of any of the Parent Indemnitees (regardless of whether obtained through any investigation by any Parent Indemnitee or through disclosure by the Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement) or by reason of the fact that a Parent Indemnitee knew or should have known that any representation or warranty is or might be inaccurate or untrue.

Appears in 1 contract

Samples: Merger Agreement (Autodesk Inc)

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Representations Not Limited. The Company and hereby agrees that: (i) the Securityholders’ Agent (on behalf of the Effective Time Holders) have agreed that the Parent Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Section 10 9 relating to the representations, warranties, warranties and covenants and obligations of the Company 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 Parent Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Parent 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 Parent Indemnitees (or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Parent Indemnitee or any Representative of any Indemnitee or through disclosure by the 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) or Agreement (it being understood that the representations and warranties made by reason of the fact that a Parent Indemnitee knew or should have known that any representation or warranty is or might be inaccurate or untrueCompany in Section 2 are qualified by the Disclosure Schedule).

Appears in 1 contract

Samples: Share Issuance and Acquisition Agreement (Walmart Inc.)

Representations Not Limited. The Company and the Securityholders’ Agent (on behalf of the Effective Time Holders) have agreed Sellers agree that the Parent Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Section 10 Article IX relating to the representations, warranties, covenants and obligations of the Company 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 Parent Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Parent Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any knowledge on the part of any of the Parent Indemnitees (or any of their Representatives, regardless of whether obtained through any investigation by any Parent Indemnitee or any Representative of any Indemnitee or through disclosure by the Company any Seller or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement) or by reason of the fact that a Parent Indemnitee knew or should have known that any representation or warranty is or might be inaccurate or untrue.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scansource, Inc.)

Representations Not Limited. The Company and the Securityholders’ Agent (on behalf of the Effective Time Holders) have agreed Seller agrees that the Parent Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Section 10 Article 8 relating to the representations, warranties, covenants and obligations of the Company Seller 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 Parent Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Parent Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any knowledge on the part of any of the Parent Indemnitees (or any of their Representatives, regardless of whether obtained through any investigation by any Parent Indemnitee or any Representative of any Indemnitee or through disclosure by the Company Seller or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement) or by reason of the fact that a Parent Indemnitee knew or should have known that any representation or warranty is or might be inaccurate or untrue.

Appears in 1 contract

Samples: Asset Purchase Agreement (Scansource Inc)

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Representations Not Limited. The Company and the Securityholders’ Agent (on behalf of the Effective Time HoldersIndemnitors) have agreed that hereby agree that: (i) the Parent Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Section 10 9 relating to the representations, warranties, covenants and obligations of the Company Company, the Indemnitors and the Securityholders’ Agent 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 Parent Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Parent 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 Parent Indemnitees (or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Parent Indemnitee or any Representative of any Indemnitee or through disclosure by the 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) or by reason of the fact that a Parent Indemnitee knew or should have known that any representation or warranty is or might be inaccurate or untrue.

Appears in 1 contract

Samples: Merger Agreement (Indie Semiconductor, Inc.)

Representations Not Limited. The Company and the Securityholders’ Agent (on behalf of the Effective Time HoldersNon-Dissenting Equityholders) have agreed that hereby agree that: (i) the Parent Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Section 10 9 relating to the representations, warranties, covenants covenants, agreements and obligations of the 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 Parent Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Parent 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 Parent Indemnitees (or any of their Representatives, regardless of whether obtained through any investigation by any Parent Indemnitee or any Representative of any Indemnitee or through disclosure by the Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement) or by reason of the fact that a Parent Indemnitee knew or should have known that any representation or warranty is or might be inaccurate or untrue.

Appears in 1 contract

Samples: Merger Agreement (Ca, Inc.)

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