Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller or Purchaser contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytime, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser to consummate the Acquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Integrated Device Technology Inc)
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of any Seller or Purchaser contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or of inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser to consummate the Acquisitiontransactions contemplated by this Agreement, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Inter-Atlantic Financial, Inc.), Stock Purchase Agreement (Ardent Acquisition CORP)
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller or Purchaser Target and/or the Indemnifying Parties contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Acquiror to consummate the AcquisitionMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 2 contracts
Sources: Merger Agreement (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)
Effect of Investigation. The right to indemnification, payment of Damages Purchaser Losses or for other remedies based on any representation, warranty, covenant or obligation of Parent or Seller or Purchaser contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytime, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser to consummate the AcquisitionTransactions, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of DamagesPurchaser Losses, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Effect of Investigation. The right to indemnification, payment of Damages Losses of a Purchaser Indemnified Party or a Seller Indemnified Party or for other remedies based on any representation, warranty, covenant or obligation of Seller the Sellers or Purchaser Central Can and/or the Purchaser, respectively, contained in or made pursuant to this Agreement shall not be affected by (i) any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytime, whether before or after the execution and delivery of this Agreement or the date the Closing occursany time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The obligation or (ii) the waiver of any condition to the obligation of Seller or Purchaser to consummate the Acquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall and will not affect the right to indemnification, payment of Damages, or other remedy indemnification based on such representationrepresentations, warrantywarranties, covenant or obligationcovenants and obligations.
Appears in 1 contract
Sources: Stock Purchase and Merger Agreement (Phoenix Container, Inc.)
Effect of Investigation. The right to indemnification, payment of Damages Losses or for other remedies based on any representation, warranty, covenant or obligation of Seller or Purchaser the Company and/or the Effective Time Holders contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at anytime, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Acquirer to consummate the AcquisitionMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of DamagesLosses, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Sources: Merger Agreement (Sigma Designs Inc)
Effect of Investigation. The conditions to the obligation of Buyer to consummate the Closing, and the right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller or Purchaser Sellers contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Buyer to consummate the AcquisitionClosing, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, Damages or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller or Purchaser an Indemnifying Person contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller Acquiror or Purchaser Target to consummate the Acquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller the Company or Purchaser the Shareholders contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser to consummate the Acquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation...
Appears in 1 contract
Sources: Share Purchase Agreement (Cohu Inc)
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller or Purchaser the Target and/or stockholders of Target contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Acquiror to consummate the AcquisitionMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Sources: Merger Agreement (Green Dot Corp)
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller Target, any Target Subsidiary, any Target Related Business or Purchaser Securityholders contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Acquiror to consummate the AcquisitionMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Sources: Merger Agreement (Nuvasive Inc)
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller Sellers or Purchaser Buyer contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller Buyer or Purchaser Sellers to consummate the AcquisitionClosing, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, Damages or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Us Industries Inc /De)
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller Company, any Company Subsidiary or Purchaser Effective Time Holders contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Acquiror to consummate the AcquisitionMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.. 9.9
Appears in 1 contract
Sources: Merger Agreement (Qualcomm Inc/De)
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller any Acquired Company or Purchaser the Pro Rata Holders contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Parent to consummate the AcquisitionMerger, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller the Company or Purchaser any Principal Stockholder contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or of inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Parent to consummate the Acquisitiontransactions contemplated by this Agreement, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Sources: Merger Agreement (United Benefits & Pension Services, Inc.)
Effect of Investigation. The right to indemnification, payment of Damages Losses or for other remedies based on any representation, warranty, covenant covenant, obligation or obligation agreement of Seller or Purchaser contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant covenant, obligation or obligationagreement. The waiver of any condition to the obligation of Seller or Purchaser to consummate the Acquisitiontransactions contemplated by this Agreement, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement, shall not affect the right to indemnification, payment of Damages, Losses or other remedy based on such representation, warranty, covenant covenant, obligation or obligationagreement.
Appears in 1 contract
Effect of Investigation. The right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of Seller the Seller, the Company or Purchaser the Shareholders contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at anytimeany time, whether before or after the execution and delivery of this Agreement or the date the Closing occurs, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition to the obligation of Seller or Purchaser Buyer to consummate the Acquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Rocket Lab USA, Inc.)