Common use of Knowledge of the Parties Clause in Contracts

Knowledge of the Parties. (a) The Remington Holders will not have any right to (a) terminate this Agreement under Section 10.01(c); (b) assert or claim that any condition to their obligations to consummate the Transactions has not been fulfilled; or (c) claim any damage or seek any other remedy at Law or in equity (i) for any breach of or inaccuracy in any representation or warranty made by the Company, Newco or Newco Sub or (ii) any breach of any covenant or agreement by the Company, Newco or Newco Sub, in each case, to the extent (x) the Remington Holders had Knowledge of any facts or circumstances that constitute or give rise to such breach of or inaccuracy in such representation or warranty or would proximately or directly cause any such condition not to be fulfilled as of the date of this Agreement or (y) the breach of such covenant or agreement by the Company or the failure to be fulfilled of any such condition was (1) substantially caused by any action or omission on the part of the Remington Holders or (2) intentionally permitted to occur, although such breach or failure to be fulfilled could have been prevented, by the Remington Holders. (b) The Company will not have any right to (a) terminate this Agreement under Section 10.01(a); (b) assert or claim that any condition to its obligations to consummate the Transactions has not been fulfilled; or (c) claim any damage or seek any other remedy at Law or in equity (i) for any breach of or inaccuracy in any representation or warranty made by the Target or the Remington Holders or (ii) any breach of any covenant or agreement by the Target or the Remington Holders, in each case, to the extent (x) the Company had Knowledge of any facts or circumstances that constitute or give rise to such breach of or inaccuracy in such representation or warranty or would proximately or directly cause any such condition not to be fulfilled as of the date of this Agreement or (y) the breach of such covenant or agreement by the Target Companies or the Remington Holders or the failure to be fulfilled of any such condition was (1) substantially caused by any action or omission on the part of the Company (without any substantial participation by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) or (2) intentionally permitted to occur, although such breach or failure to be fulfilled could have been prevented, by the Company, unless ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ substantially participated in permitted such breach or failure to be fulfilled to occur.

Knowledge of the Parties. (a) The Remington Holders Parties will not have any right to to: (a) terminate this Agreement under Section 10.01(c); (b) assert or claim that any condition to their obligations to consummate the Transactions has not been fulfilled; or (c) claim any damage or seek any other remedy at Law or in equity equity: (i) for any breach of or inaccuracy in any representation or warranty made by the CompanyAINC, Newco New Holdco or Newco Sub Merger Sub; or (ii) any breach of any covenant or agreement by the CompanyAINC, Newco New Holdco or Newco Merger Sub, in each case, to the extent extent: (x) the Remington Holders Bennetts had Knowledge of any facts or circumstances that constitute or give rise to such breach of or inaccuracy in such representation or warranty or would proximately or directly cause any such condition not to be fulfilled as of the date of this Agreement Agreement; or (y) the breach of such covenant or agreement by the Company AINC or the failure to be fulfilled of any such condition was was: (1) substantially caused by any action or omission on the part of the Remington Holders Parties; or (2) intentionally permitted to occur, although such breach or failure to be fulfilled could have been prevented, by the Remington HoldersParties. (b) The Company AINC will not have any right to to: (a) terminate this Agreement under Section 10.01(a); (b) assert or claim that any condition to its obligations to consummate the Transactions has not been fulfilled; or (c) claim any damage or seek any other remedy at Law or in equity equity: (i) for any breach of or inaccuracy in any representation or warranty made by the Target Bennetts or the Remington Holders Companies; or (ii) any breach of any covenant or agreement by the Target Bennetts or the Remington HoldersCompanies, in each case, to the extent extent: (x) the Company AINC had Knowledge of any facts or circumstances that constitute or give rise to such breach of or inaccuracy in such representation or warranty or would proximately or directly cause any such condition not to be fulfilled as of the date of this Agreement Agreement; or (y) the breach of such covenant or agreement by the Target Companies Bennetts or the Remington Holders Companies or the failure to be fulfilled of any such condition was was: (1) substantially caused by any action or omission on the part of the Company AINC (without any substantial participation by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) ); or (2) intentionally permitted to occur, although such breach or failure to be fulfilled could have been prevented, by the CompanyAINC, unless ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ substantially participated in permitted such breach or failure to be fulfilled to occur.

Knowledge of the Parties. (a) The Remington Holders PM Parties will not have any right to (a) terminate this Agreement under Section 10.01(c); (b) assert or claim that any condition to their obligations to consummate the Transactions has not been fulfilled; or (c) claim any damage or seek any other remedy at Law or in equity (i) for any breach of or inaccuracy in any representation or warranty made by the CompanyAINC, Newco New Holdco or Newco Merger Sub or (ii) any breach of any covenant or agreement by the CompanyAINC, Newco New Holdco or Newco Merger Sub, in each case, to the extent (x) the Remington Holders PM Parties had Knowledge of any facts or circumstances that constitute or give rise to such breach of or inaccuracy in such representation or warranty or would proximately or directly cause any such condition not to be fulfilled as of the date of this Agreement or (y) the breach of such covenant or agreement by the Company AINC or the failure to be fulfilled of any such condition was (1) substantially caused by any action or omission on the part of the Remington Holders PM Parties or (2) intentionally permitted to occur, although such breach or failure to be fulfilled could have been prevented, by the Remington HoldersPM Parties. (b) The Company AINC will not have any right to (a) terminate this Agreement under Section 10.01(a); (b) assert or claim that any condition to its obligations to consummate the Transactions has not been fulfilled; or (c) claim any damage or seek any other remedy at Law or in equity (i) for any breach of or inaccuracy in any representation or warranty made by the Target PM Companies or the Remington Holders PM Parties or (ii) any breach of any covenant or agreement by the Target PM Companies or the Remington HoldersPM Parties, in each case, to the extent (x) the Company AINC had Knowledge of any facts or circumstances that constitute or give rise to such breach of or inaccuracy in such representation or warranty or would proximately or directly cause any such condition not to be fulfilled as of the date of this Agreement or (y) the breach of such covenant or agreement by the Target PM Companies or the Remington Holders PM Parties or the failure to be fulfilled of any such condition was (1) substantially caused by any action or omission on the part of the Company AINC (without any substantial participation by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) or (2) intentionally permitted to occur, although such breach or failure to be fulfilled could have been prevented, by the CompanyAINC, unless ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ substantially participated in permitted such breach or failure to be fulfilled to occur.