Common use of Waiver of Closing Conditions Clause in Contracts

Waiver of Closing Conditions. Purchaser and Seller acknowledge and agree that if Purchaser or Seller has knowledge of a failure of any condition set forth in Section 5.03 or 5.04, respectively, or of any breach by the other Party of any representation, warranty or covenant contained in this Agreement, and such Party proceeds with the Closing, such Party shall be deemed to have waived such condition or breach and such Party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article VII, to sue for damages or to assert any other right or remedy for any losses, ▇rising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

Appears in 1 contract

Sources: Option Agreement (Galen Holdings PLC)

Waiver of Closing Conditions. Purchaser and Seller acknowledge and agree that if Purchaser or Seller has knowledge of a failure of any 30 condition set forth in Section 5.03 5.2 or 5.045.3, respectively, or of any breach by the other Party party of any representation, warranty or covenant contained in this Agreement, and such Party party proceeds with the Closing, such Party party shall be deemed to have waived such condition or breach and such Party party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article VII, to sue for ▇▇▇ damages or to assert any other right or remedy for any losses, ▇rising arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

Appears in 1 contract

Sources: Asset Purchase Agreement (Warner Chilcott Inc)

Waiver of Closing Conditions. Purchaser and Seller The parties acknowledge and agree that if Purchaser or Seller has knowledge of a failure of any condition set forth in Section 5.03 6.1 or 5.046.2, respectively, or of any breach by the other Party party of any representation, warranty or covenant contained in this AgreementAgreement or the Ancillary Agreements, as the case may be, and such Party party proceeds with the Closing, such Party party shall be deemed to have waived such condition or breach and such Party party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article VII, VII to sue s▇▇ for damages or to assert any other right or remedy for any losses, ▇rising losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

Appears in 1 contract

Sources: Stock Purchase Agreement (Converium Holding Ag)

Waiver of Closing Conditions. Purchaser and Seller acknowledge and agree that if Purchaser or Seller has knowledge of a failure of any condition set forth in Section 5.03 5.2 or 5.045.3, respectively, or of any breach by the other Party party of any representation, warranty or covenant contained in this Agreement, and such Party party proceeds with the Closing, such Party party shall be deemed to have waived such condition or breach and such Party party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article VII, to sue for ▇▇▇ damages or to assert any other right or remedy for any losses, ▇rising arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

Appears in 1 contract

Sources: Asset Purchase Agreement (Warner Chilcott PLC)