Common use of Waiver of Rights and Remedies Clause in Contracts

Waiver of Rights and Remedies. Notwithstanding anything to the contrary in this Agreement, if Subscriber has knowledge (i) on or prior to the date hereof or (ii) after the date hereof (and, in the case of this clause (ii), has the right to terminate this Agreement pursuant to Section Twelfth as a result of the breach) of the breach of any representation or warranty of the General Partner or the Partnership under this Agreement and nonetheless proceeds to the Closing, the Subscriber and its Affiliates, shall be deemed to have waived any rights to indemnification under Section Thirteenth with respect to such breach. For purposes of this Agreement, Subscriber's "knowledge" shall be limited to the actual knowledge, without inquiry, of Xxxxxx X. Xxxxx III, Xxxxxx Xxxxxx, R. Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxx. Notwithstanding anything to the contrary in this Agreement, if the General Partner or the Partnership has knowledge (i) on or prior to the date hereof or (ii) after the date hereof (and, in the case of this clause (ii), has the right to terminate this Agreement pursuant to Section Twelfth as a result of the breach) of the breach of any representation or warranty of the Subscriber under this Agreement and nonetheless proceeds to the Closing, the General Partner, Partnership and their Affiliates shall be deemed to have waived any rights to indemnification with respect to such breach.

Waiver of Rights and Remedies. Notwithstanding anything to the contrary in this Agreement, if Subscriber has knowledge (i) on or prior to the date hereof or (ii) after the date hereof (and, in the case of this clause (ii), has the right to terminate this Agreement pursuant to Section Twelfth as a result of the breach) of the breach of any representation or warranty of the General Partner or the Partnership under this Agreement and nonetheless proceeds to the Closing, the Subscriber and its Affiliates, shall be deemed to have waived any rights to indemnification under Section Thirteenth with respect to such breach. For purposes of this Agreement, Subscriber's "knowledge" shall be limited to the actual knowledge, without inquiry, of Xxxxxx X. Xxxxx III, Xxxxxx Xxxxxx, R. Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxx. Notwithstanding anything to the contrary in this Agreement, if the General Partner or the Partnership has knowledge (i) on or prior to the date hereof or (ii) after the date hereof (and, in the case of this clause (ii), has the right to terminate this Agreement pursuant to Section Twelfth as a result of the breach) of the breach of any representation or warranty of the Subscriber under this Agreement and nonetheless proceeds to the Closing, the General Partner, Partnership and their Signature Page to Subscription Agreement Affiliates shall be deemed to have waived any rights to indemnification with respect to such breach.