Anti-Sandbagging. KETOSPORTS fully acknowledges that it has exercised due diligence and proper investigation with respect to LVGI and that LVGI will not be liable to KETOSPORTS with respect to any breach of any representation or inaccuracy or warranty in this Agreement if KETOSPORTS had knowledge of such Breach before Closing.
Anti-Sandbagging. Notwithstanding anything to the contrary contained in this Agreement (including without limitation Sellers’ failure to disclose any matter required to be disclosed on any Disclosure Schedule hereto), Purchaser agrees that no representation or warranty of either Seller in this Agreement or in any other Transaction Document shall be deemed to be untrue or incorrect, and Sellers shall not be deemed to be in breach thereof, if Xxxxxx Xxxxxxx and/or Xxx Xxxxxxxxxx had knowledge on the Effective Date or the Closing Date, as applicable, of any such undisclosed matter or that any such representation or warranty was untrue or incorrect.
Anti-Sandbagging. In no event shall a Member be liable for any Damages resulting from a breach of a representations, warranty or covenant if Liquid Holdings (or any director, officer or employee of Liquid Holdings, including for this purpose Xxxxx Xxxxxxxxx and Xxx Xxxxxx (other than in the case of a breach by Ferdinand Trading II, LLC or Xxxxxx Ventures, LLC, as applicable)) had knowledge at any time on or prior to the closing date of the facts, events or conditions constituting or resulting in such breach of representation, warranty or covenant.
Anti-Sandbagging. (a) A Purchaser Indemnified Party’s right to indemnification pursuant to Section 8.1.1 with respect to a breach of a representation or warranty made by Seller in this Agreement will be deemed to have been waived solely to the extent that Seller can reasonably demonstrate that Purchaser had “actual knowledge” of such breach prior to the Closing. For purposes of demonstrating “actual knowledge” in accordance with the preceding sentence, Purchaser shall be deemed to have “actual knowledge” of a breach only if such breach is reasonably apparent without due inquiry or investigation to the Persons listed on Schedule 8.4.4(a) from the materials (i) contained within the data room established by Purchaser and Seller with respect to the transactions contemplated by this Agreement or (ii) provided in writing to Purchaser after the Execution Date and prior to the Closing Date.
Anti-Sandbagging. (a) If, before the Closing, Purchaser Parent or the Purchaser receives a notice from the Seller under Section 6.05(a), or Purchaser Parent or the Purchaser identifies that any of the Seller’s Warranties is untrue, inaccurate or misleading, and the matters described in such notice or such untrue, inaccurate or misleading warranties (without giving effect to any materiality thresholds in such warranties) gives rise to a Material Adverse Effect, then Purchaser Parent or the Purchaser may, by written notice to the Seller, terminate this Agreement, the TAHM Share Purchase Agreement and NewCo2 Subscription Agreement without prejudice to any other remedy available to it. If this Agreement is so terminated then the provisions of Article X shall apply. If Purchaser Parent and the Purchaser elect not to terminate this Agreement, the TAHM Share Purchase Agreement and NewCo2 Subscription Agreement, then, from and after the Closing and notwithstanding Section 9.02(a) (but without prejudice to any other provisions of this Agreement), neither Purchaser Parent nor the Purchaser shall have any claim against the Seller for breach of any of the Seller’s representations and warranties contained in Article III of the Original MPA or the Seller’s Warranties under this Agreement with respect to the disclosed fact, matter or circumstance that caused such representation or warranty to be untrue, inaccurate or misleading, unless the Seller has failed to fully and fairly disclose any matters in the Disclosure Schedule or the Original Disclosure Schedule.
Anti-Sandbagging. CANB and Buyer acknowledge that they have had the opportunity to conduct due diligence and investigation with respect to Sellers and the Assets, and in no event shall either Seller have any liability to CANB or Buyer with respect to a breach of a representation or warranty under this Agreement if CANB or Buyer knew or should have known of such breach as of the Closing Date.
Anti-Sandbagging. 13.1 The Buyer acknowledges and agrees that it has had an opportunity to conduct a thorough investigation and due diligence inquiry on the Sellers, the Kiaro Vaped Subsidiaries, the Business and the Acquired Assets.
Anti-Sandbagging. Purchaser acknowledges that it has had the opportunity to inspect and conduct due diligence on the Property, so, notwithstanding anything to the contrary in this Agreement, in no event shall Seller have any liability to Purchaser with respect to a breach of representation, warranty or covenant under this Agreement to the extent that Purchaser knew of such breach as of the Closing Date. This Section 13.18 shall survive the Closing.
Anti-Sandbagging. Except for facts and circumstances that BFG has brought to the attention of Westlake, there is no fact or circumstance known to BFG that gives it reason to believe that any representation or warranty of Westlake contained in this Agreement (including any Exhibits hereto) or the other Transaction Documents is not true and correct in any material respect. (r) Ethylene Supply. BFG hereby represents and warrants to Westlake that BFG has obtained a proposal from Geon that Geon is willing to execute an ethylene supply agreement with Westlake for a term beginning on the Closing Date and expiring on December 31, 1998, with an obligation to purchase 350 million pounds + 10% of ethylene per year for a purchase price (Geon's average acquisition price) for ethylene each month which for all purposes of this Agreement must be consistent with pricing in the current sales agreement between BFG and Geon other than the price floor and bank mechanism)
Anti-Sandbagging. Neither Party shall be liable under this Agreement for any Claims or Losses and Liabilities suffered, sustained, paid or incurred by the other Party after Closing that result from any inaccuracy in or breach of any representation or warranty in this Agreement if the Party seeking indemnification for such Claims or Losses and Liabilities had knowledge of such inaccuracy or breach at the time of Closing.
