Common use of Effect of Investigation; Reliance Clause in Contracts

Effect of Investigation; Reliance. The right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Effective Time, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by or on behalf of the Company or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other remedy based on any of such representation, warranty, covenant or agreement. No Indemnitee shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Indemnitee to be entitled to indemnification hereunder. Parent and the Company acknowledge that such Losses, if any, would relate to unresolved contingencies existing on the date of this Agreement, which if resolved on the date of this Agreement would have led to a reduction in Merger Consideration that Parent would have paid in the Merger. All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the Merger indefinitely, regardless of any investigation, inquiry or examination made for or on behalf of, or any knowledge of either Parent or any of the other Indemnitees or the acceptance by Parent of any certificate or opinion.

Effect of Investigation; Reliance. The right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Effective TimeClosing, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by or on behalf of the Company Sellers or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other remedy based on any of such representation, warranty, covenant or agreement. No Indemnitee Purchaser Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Indemnitee Purchaser Indemnified Party to be entitled to indemnification hereunder. Parent The Purchaser and the Company Sellers acknowledge that such Losses, if any, would relate to unresolved contingencies existing on the date of this Agreement, which if resolved on the date of this Agreement would have led to a reduction in Merger Consideration the Purchase Price that Parent the Purchaser would have paid in the MergerTransactions. All indemnification rights hereunder shall survive the execution and delivery of this Agreement the Documents and the consummation of the Merger Transactions indefinitely, regardless of any investigation, inquiry or examination made for or on behalf of, or any knowledge of either Parent the Purchaser or any of the other Indemnitees Purchaser Indemnified Parties or the acceptance by Parent the Purchaser of any certificate or opinion.

Effect of Investigation; Reliance. The right to indemnification, payment of Losses Damages or any other remedy hereunder will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any timetime (except through the Disclosure Schedule), whether before or after the execution and delivery of this Agreement or the Effective TimeClosing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by or on behalf of the Company or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of LossesDamages, or any other remedy based on any of such representation, warranty, covenant or agreement. No Indemnitee Parent Indemnified Person or Seller Indemnified Person shall be required to show reliance on any representation, warranty, certificate or other agreement set forth in this Agreement or the Related Agreements in order for such Indemnitee Parent Indemnified Person or Seller Indemnified Person, as applicable, to be entitled to indemnification hereunderhereunder except in the case of a claim for fraud. Parent and the Company each acknowledge that such LossesDamages, if any, would relate to unresolved contingencies existing on at the date of this AgreementEffective Time, which if resolved on at the date of this Agreement Effective Time would have led to a reduction in the Merger Consideration that Parent would have paid in connection with the Merger. All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the Merger indefinitely, regardless of any investigation, inquiry or examination made for or on behalf of, or any knowledge of either Parent or any of the other Indemnitees or the acceptance by Parent of any certificate or opinion.

Effect of Investigation; Reliance. The right to indemnification, payment indemnification for Losses in this Article X or the availability of Losses or any other remedy will not be affected by any investigation conducted by any Purchaser Indemnified Party or its Representatives with respect to, or any knowledge possessed or acquired (or capable of being acquired) by any Purchaser Indemnified Party or its Representatives at any time, whether before or after the execution and delivery of this Agreement or the Effective TimeClosing, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by or on behalf of the Company or any Selling Shareholders or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other remedy based on any of such representation, warranty, covenant or agreement. No Indemnitee Purchaser Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Indemnitee Purchaser Indemnified Party to be entitled to indemnification hereunder. Parent and the Company acknowledge that such Losses, if any, would relate to unresolved contingencies existing on the date of this Agreement, which if resolved on the date of this Agreement would have led to a reduction in Merger Consideration that Parent would have paid in the Merger. All indemnification rights hereunder shall survive the execution and delivery of this Agreement the Documents and the consummation of the Merger indefinitelyTransactions in accordance with the terms of this Article X, regardless of any investigation, inquiry or examination made for or on behalf of, or any knowledge of either Parent the Purchaser or any of the other Indemnitees Purchaser Indemnified Parties or the acceptance by Parent the Purchaser or any of the other Purchaser Indemnified Parties of any certificate or opinion.