Common use of Representations Not Limited Clause in Contracts

Representations Not Limited. The Company and the Securityholders’ Representative (on behalf of the Indemnitors) hereby agree that: (i) the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article X relating to the representations, warranties, covenants and obligations of the Company, the Indemnitors and the Securityholders’ Representative are part of the basis of the bargain contemplated by this Agreement; and (ii) such representations, warranties, covenants and obligations, and the rights and remedies contained in this Article X that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants and obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Acquired Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Lantheus Holdings, Inc.)

Representations Not Limited. The Sellers, the Company and the SecurityholdersSellers’ Representative (on behalf of the Indemnitors) hereby agree that: (i) the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article X Section 11 relating to the representations, warranties, covenants and obligations of the CompanySellers, the Indemnitors and the Securityholders’ Representative Company are part of the basis of the bargain contemplated by this Agreement; and (ii) such representations, warranties, covenants and obligations, and the rights and remedies contained in this Article X that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants and obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Seller, any Acquired Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Appears in 1 contract

Sources: Share Purchase Agreement (Tenable Holdings, Inc.)

Representations Not Limited. The Company and the Securityholders’ Representative Agent (on behalf of the Indemnitors) hereby agree that: (i) the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article X Section 9 relating to the representations, warranties, covenants and obligations of the Company, the Indemnitors and the Securityholders’ Representative Agent are part of the basis of the bargain contemplated by this Agreement; and (ii) such representations, warranties, covenants and obligations, and the rights and remedies contained in this Article X that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants and obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Acquired Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Indie Semiconductor, Inc.)

Representations Not Limited. The Company and the Securityholders’ Representative (on behalf of the Indemnitors) hereby agree agrees that: (i) the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article X Section 9 relating to the representations, warranties, warranties and covenants and obligations of the Company, the Indemnitors and the Securityholders’ Representative Company are part of the basis of the bargain contemplated by this Agreement; and (ii) such representations, warranties, covenants warranties and obligationscovenants, and the rights and remedies contained in this Article X that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, warranties and covenants and obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Acquired Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this AgreementAgreement (it being understood that the representations and warranties made by the Company in Section 2 are qualified by the Disclosure Schedule).

Appears in 1 contract

Sources: Share Issuance and Acquisition Agreement (Walmart Inc.)

Representations Not Limited. The Company and the Securityholders’ Representative (on behalf of the Indemnitors) hereby Sellers agree that: (i) that the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article X IX relating to the representations, warranties, covenants and obligations of the Company, the Indemnitors and the Securityholders’ Representative Sellers are part of the basis of the bargain contemplated by this Agreement; and (ii) such representations, warranties, covenants and obligations, and the rights and remedies contained in this Article X that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants and or obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Acquired Company Seller or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Scansource, Inc.)

Representations Not Limited. The Company and the Securityholders’ Representative Agent (on behalf of the IndemnitorsEffective Time Holders) hereby agree that: (i) have agreed that the Parent Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article X Section 10 relating to the representations, warranties, covenants and obligations of the Company, the Indemnitors and the Securityholders’ Representative Company are part of the basis of the bargain contemplated by this Agreement; and (ii) such representations, warranties, covenants and obligations, and the rights and remedies contained in this Article X that may be exercised by the Parent Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Parent Indemnitees shall be deemed to have relied upon such representations, warranties, covenants and or obligations notwithstanding) any knowledge on the part of any of the Parent Indemnitees or any of their respective Representatives, (regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Parent Indemnitee or through disclosure by any Acquired the Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement) or by reason of the fact that a Parent Indemnitee knew or should have known that any representation or warranty is or might be inaccurate or untrue.

Appears in 1 contract

Sources: Merger Agreement (Autodesk Inc)

Representations Not Limited. The Company and the Securityholders’ Representative Agent (on behalf of the IndemnitorsNon-Dissenting Equityholders) hereby agree that: (i) the Indemnitees’ rights to indemnification, compensation and reimbursement contained in this Article X Section 9 relating to the representations, warranties, covenants covenants, agreements and obligations of the Company, the Indemnitors and Company or the Securityholders’ Representative Agent, as applicable, are part of the basis of the bargain contemplated by this Agreement; Agreement and (ii) such representations, warranties, covenants covenants, agreements and obligations, and the rights and remedies contained in this Article X that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants and covenants, agreements or obligations notwithstanding) any knowledge on the part of any of the Indemnitees or any of their respective Representatives, regardless of whether such knowledge was obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by any Acquired the Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Ca, Inc.)