Actual Knowledge. An Indemnifying Party shall not be liable under this Article X for a Loss resulting from any event relating to a breach of any representation, warranty, covenant or agreement if the Indemnifying Party can establish that the Indemnitee had Knowledge on or before the Closing Date of such event.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Metromedia International Group Inc), Amended and Restated Agreement and Plan of Merger (Metromedia International Group Inc)
Actual Knowledge. An Indemnifying Party shall not be liable under this Article X VI for a Loss loss resulting from any event relating to a breach of any representation, warranty, covenant representation or agreement warranty if the Indemnifying Party can establish that the Indemnitee Indemnified Party had Knowledge actual knowledge on or before the Closing Date of such event.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Tri-Isthmus Group, Inc.)
Actual Knowledge. An Indemnifying Party shall not be liable under ---------------- this Article X for a Loss resulting from any event relating to a breach of any representation, warranty, covenant or agreement if the Indemnifying Party can establish that the Indemnitee had Knowledge on or before the Closing Date of such event.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc)
