Common use of Risk Allocation Clause in Contracts

Risk Allocation. The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties and, accordingly, a Party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach and regardless of any investigation by such Party.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Mind Technology, Inc), Stock Purchase Agreement (US Highland, Inc.), Stock Purchase Agreement (US Highland, Inc.)

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Risk Allocation. The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties parties and, accordingly, a Party party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party party notwithstanding whether any director, officer, employee, agent, consultant, advisor or other representative or agent (including legal counsel, accountants and financial advisors) of the Party party seeking to enforce a remedy knew or had reason to know of such breach and regardless of any investigation by such Partybreach.

Appears in 3 contracts

Samples: Underwriting Agreement (TherapeuticsMD, Inc.), Underwriting Agreement (TherapeuticsMD, Inc.), Underwriting Agreement (TherapeuticsMD, Inc.)

Risk Allocation. The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between among the Parties and, accordingly, a Party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach and regardless of any investigation by such Party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Compuware Corp), Asset Purchase Agreement (Compuware Corp)

Risk Allocation. The representations, warranties, covenants and agreements made hereinin this Agreement, together with the indemnification provisions hereinin this Agreement, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between by this Agreement among the Parties parties and, accordingly, a an Indemnified Party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party party notwithstanding whether any employee, representative or agent of the Party party seeking to enforce a remedy knew or had reason to know of such breach and regardless of any investigation by such Partyparty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Labarge Inc)

Risk Allocation. The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby Contemplated Transaction between the Parties parties hereto and, accordingly, a Party any party hereto shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach the Breach of any such representation, warranty, covenant or agreement by another Party party, notwithstanding whether any employee, representative or agent of the Party party seeking to enforce a remedy knew or had reason to know of such breach Breach and regardless of any investigation by such Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Timberline Resources Corp)

Risk Allocation. The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties and, accordingly, a Party shall be entitled to the indemnification or other remedies provided in this Agreement Contract by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any director, officer, employee, agent, consultant, advisor or other representative or agent (including legal counsel, accountants and financial advisors) of the Party seeking to enforce a remedy knew or had reason to know of such breach and regardless of any investigation by such Partybreach.

Appears in 1 contract

Samples: Framework Agreement

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Risk Allocation. The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties hereto and, accordingly, a Party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party party hereto notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach and regardless of any investigation by breach, unless such Partyrepresentation, warranty, covenant or agreement is qualified to “Knowledge”.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inventure Group, Inc.)

Risk Allocation. The representations, warranties, covenants and agreements made herein, as modified by the Disclosure Schedules, together with the indemnification provisions herein, are intended intended, among other things things, to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties and, accordingly, a an Indemnified Party shall be entitled to the indemnification or the other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party Company or any Seller Party, notwithstanding whether any employee, representative or agent of the Indemnified Party seeking to enforce a remedy knew or had reason to know of such breach and regardless of any investigation by such Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Computer Programs & Systems Inc)

Risk Allocation. The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties parties and, accordingly, a Party party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party party notwithstanding whether any employee, representative or agent of the Party party seeking to enforce a remedy knew or had reason to know of such breach and regardless of any investigation by such Partyparty.

Appears in 1 contract

Samples: Asset Purchase Agreement (US Highland, Inc.)

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