Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Appears in 78 contracts
Samples: Asset Purchase Agreement (P&f Industries Inc), Membership Interest Purchase Agreement, Asset Purchase Agreement (RMR Industrials, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.02 or Section 7.038.03, as the case may be.
Appears in 15 contracts
Samples: Asset Purchase Agreement (Kirby Corp), Agreement and Plan of Merger (AbCellera Biologics Inc.), Agreement and Plan of Merger (Eastside Distilling, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.2 or Section 7.037.3, as the case may be.
Appears in 14 contracts
Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Gb Sciences Inc), Asset Purchase Agreement (Tattooed Chef, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Appears in 14 contracts
Samples: Stock Purchase Agreement (Flora Growth Corp.), Asset Purchase Agreement (Avant Diagnostics, Inc), Asset Purchase Agreement (Cloudastructure, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in ARTICLE X, Section 7.02 9.2 or Section 7.039.3, as the case may be.
Appears in 13 contracts
Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.), Asset Purchase Agreement (Medicine Man Technologies, Inc.), Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 Sections 7.2 or Section 7.037.3, as the case may be.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be7.02.
Appears in 7 contracts
Samples: Share Purchase Agreement (Catapult Solutions, Inc.), Share Purchase Agreement (Quick Start Holdings, Inc.), Share Purchase Agreement (Fast Track Solutions, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 6.02 or Section 7.036.03, as the case may be.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Balchem Corp), Asset Purchase Agreement (EzFill Holdings Inc), Equity Purchase Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.01 or Section 7.037.02, as the case may be.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Imprimis Pharmaceuticals, Inc.), Membership Interest Purchase Agreement (Freedom Leaf Inc.), Asset Purchase Agreement (Timmins Gold Corp.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.1 or Section 7.037.2, as the case may be.
Appears in 4 contracts
Samples: Unit Purchase Agreement (Par Pacific Holdings, Inc.), Agreement and Plan of Merger (Fusion Connect, Inc.), Asset Purchase Agreement (Arkados Group, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) subsequent to the Agreement Date or by reason of the fact that that, subsequent to the Agreement Date the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.2 or Section 7.037.3, as the case may be.
Appears in 4 contracts
Samples: Investment Agreement (Ascend Wellness Holdings, LLC), Investment Agreement, Investment Agreement (MedMen Enterprises, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.03 or Section 7.037.04, as the case may be.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Viking Energy Group, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 6.01 or Section 7.036.02, as the case may be.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Harvest Health & Recreation Inc.), Membership Interest Purchase Agreement, Security Agreement (Body & Mind Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may beARTICLE VII.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (American Midstream Partners, LP), Agreement and Plan of Merger (SHF Holdings, Inc.), Purchase and Sale Agreement (American Midstream Partners, LP)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 5.01 or Section 7.035.02, as the case may be.
Appears in 3 contracts
Samples: Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.01 or Section 7.037.02, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (VNUE, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 7.2 or Section 7.037.3, as the case may be.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc), Asset Purchase Agreement (As Seen on TV, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 6.02 or Section 7.036.03, as the case may be.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.), Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be, except as set forth in Section 6.03(c).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.037.02(l), as the case may be.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.), Asset Purchase Agreement (CompuCredit Holdings Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 6.2 or Section 7.036.3, as the case may be.
Appears in 2 contracts
Samples: Share Purchase Agreement by And, Share Purchase Agreement (Adastra Holdings Ltd.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.031.8, as the case may be.
Appears in 2 contracts
Samples: Purchase Agreement (STRATA Skin Sciences, Inc.), Asset Purchase Agreement (Ra Medical Systems, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be2.03.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 Sections 8.1(e) or Section 7.038.3, as the case may be.
Appears in 2 contracts
Samples: Equity Purchase Agreement (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.02 or Section 7.038.03, as the case may be.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Limbach Holdings, Inc.), Stock Purchase Agreement (Solitron Devices Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.2 or Section 7.038.3, as the case may be.
Appears in 2 contracts
Samples: Employment Agreement (Innospec Inc.), Agreement and Plan of Merger (Upland Software, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 10.02 or Section 7.0310.3, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement, Business Combination Agreement (MedMen Enterprises, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Inuvo, Inc.), Intellagents, LLC Asset Purchase Agreement (LZG International, Inc.)
Effect of Investigation. The Except as set forth in Section 8.8 of the Disclosure Schedules, the representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 6.2 or Section 7.03, 6.3 as the case may be.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Golden Entertainment, Inc.), Equity Purchase Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 6(a) or Section 7.03(b), as the case may be.
Appears in 1 contract
Samples: Purchase Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall are not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth shown in Section 7.02 Sections 7.1 or Section 7.037.2, as the case may be.
Appears in 1 contract
Effect of Investigation. The Except as set forth in Section 6.3, the representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.2 or Section 7.037.3, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be, except to the extent the applicable information was disclosed to Buyer in the Disclosure Documents.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may beArticle VII.
Appears in 1 contract
Samples: Asset Purchase Agreement (Concordia Healthcare Corp.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.02 or Section 7.038.03, as the case may be.. 44
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)
Effect of Investigation. The representations, warranties warranties, covenants and covenants agreements of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 6.02 or Section 7.036.03, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 9(b) or Section 7.039(c), as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 9.1 or Section 7.039.2, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 6.2 or Section 7.036.3, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified PartyIndemnitee’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party Indemnitee (including by any of its Representatives) or by reason of the fact that the Indemnified Party Indemnitee or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified PartyIndemnitee’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.1.1 or Section 7.037.1.2, as the case may be.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Bright Mountain Media, Inc.)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.01 or Section 7.037.02, as the case may be.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Andover National Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 10.02, Section 10.03 or Section 7.0310.04, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Harvest Health & Recreation Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 10.2 or Section 7.0310.3, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying PartyPart, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.2 or Section 7.038.3, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the an Indemnifying Party, and the an Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 Article 6 or Section 7.03Article 7, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified PartyPerson’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party Person (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party Person or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified PartyPerson’s waiver of any condition set forth in Section 7.02 8 or Section 7.039, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation representation, warranty, or warranty covenant is, was was, or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03ARTICLE VI, as the case may be.
Appears in 1 contract
Samples: Share Exchange Agreement (TWO RIVERS WATER & FARMING Co)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 9.02 or Section 7.039.03, as the case may be.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Gse Systems Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Partyindemnifying party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known known, whether before or after the date hereof, that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 5.1, Section 5.2 or Section 7.03, as the case may be5.3.
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Communications Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 9.01, Section 9.02 or Section 7.039.03, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.. 50
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be7.
Appears in 1 contract
Samples: Securities Purchase Agreement (Life Biosciences LLC)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.. EXECUTION VERSION
Appears in 1 contract
Samples: Stock Purchase Agreement (Bridgeline Digital, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 6.01, Section 6.02 or Section 7.036.03, as the case may be.
Appears in 1 contract
Samples: Master Transaction Agreement (Mma Capital Management, LLC)
Effect of Investigation. The representations, warranties and covenants of the an Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 Article 8 or Section 7.03Article 9, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived or otherwise modified by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.01, Section 8.02 or Section 7.038.03, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Partyindemnifying party, and the Indemnified Partyindemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party indemnified party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party indemnified party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Partyindemnified party’s waiver of any condition set forth in Section 7.02 6.1 or Section 7.036.2, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Liquidity Services Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Partyparties hereto, and the an Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the such Indemnified Party (including by any of its Representatives) or by reason of the fact that the such Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the such Indemnified Party’s waiver of any condition set forth in Section 7.02 3.2(a), Section 3.2(b) or Section 7.033.2(b), as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prestige Brands Holdings, Inc.)
Effect of Investigation. The representations, representations and warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 10.1(a) or Section 7.0310.1(b), as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be, except as otherwise set forth in Section 10.04(b).
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Endo International PLC)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 8.02 or Section 7.038.03, as the case may be.
Appears in 1 contract
Samples: Share Purchase Agreement (Super League Gaming, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 10.2 or Section 7.0310.3, as the case may be.
Appears in 1 contract
Samples: Option and Stock Purchase Agreement (Fortress Biotech, Inc.)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 7.2 or Section 7.037.3, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section Sections 7.02 or Section and 7.03, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, representations and warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.02(a), Section 8.02(b), Section 8.03(a), or Section 7.038.03(b), as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 9.2 or Section 7.039.3, as the case may be.
Appears in 1 contract
Samples: Asset Purchase Agreement (Orchids Paper Products CO /DE)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 12.2 or Section 7.0312.3, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03Sections 8.2 and 8.3, as the case may be.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Pacific Ethanol, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 9.02 or Section 7.039.03, as the case may be. For the avoidance of doubt, all representations and warranties shall be subject to matters disclosed in the Disclosure Schedules.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Gse Systems Inc)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate inaccurate, or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 6.02 or Section 7.036.03, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (SoFi Technologies, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may beherein.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 17.02 or Section 7.0317.03, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tenax Therapeutics, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.. 45
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Partyindemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party indemnified party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party indemnified party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Partyindemnified party’s waiver of any condition set forth in Section 7.02 6 or Section 7.037, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03Article 7, as the case may be.
Appears in 1 contract
Samples: Asset Purchase Agreement (Arcadia Biosciences, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 10.2 or Section 7.0310.3, as the case may beapplicable.
Appears in 1 contract
Samples: Business Combination Agreement
Effect of Investigation. The Except as set forth in Section 8.04(d), the representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Appears in 1 contract
Samples: Asset Purchase Agreement (Super League Gaming, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 9.02 or Section 7.039.03, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be., unless the Indemnified Party had actual knowledge that such warranty or representation was inaccurate under the documents or materials delivered by the Indemnifying Party during Due Diligence. 66
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 6.1 or Section 7.036.2, as the case may be.
Appears in 1 contract
Samples: Plan of Merger and Equity Purchase Agreement (Agrify Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 5.1 or Section 7.035.2, as the case may be.
Appears in 1 contract
Samples: Share Purchase Agreement
Effect of Investigation. The representations, warranties and covenants of the Indemnifying PartyParties to this Agreement, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.2 or Section 7.03, as the case may be8.3.
Appears in 1 contract
Samples: Purchase Agreement (Fifth & Pacific Companies, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its RepresentativesAffiliates) or by reason of the fact that the Indemnified Party or any of its Representatives Affiliates knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.2 or Section 7.038.3, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aldeyra Therapeutics, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representativesrepresentatives) or by reason of the fact that the Indemnified Party or any of its Representatives representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 5.01 or Section 7.035.02, as the case may be.
Appears in 1 contract
Samples: Membership Interest Contribution Agreement (Harvest Health & Recreation Inc.)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was was, or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 Article VII or Section 7.03Article VIII, as the case may be.
Appears in 1 contract
Samples: Asset Purchase Agreement (Peoples Financial Corp /MS/)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 9.1 or Section 7.039.2, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement (Church & Dwight Co Inc /De/)
Effect of Investigation. The representations, warranties warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 8.1 or Section 7.03, 8.2 as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in on Section 7.02 or Section 7.03, as the case may be.
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.. 49
Appears in 1 contract
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s 's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s 's waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.. 50
Appears in 1 contract
Samples: Asset Purchase Agreement (Super League Gaming, Inc.)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be7.02.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ChaSerg Technology Acquisition Corp)
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 6.1(a)(ii) or Section 7.036.2(a)(ii), as the case may be.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Smith Micro Software, Inc.)
