Common use of Exception to Indemnification Clause in Contracts

Exception to Indemnification. Notwithstanding any provision contained herein to the contrary, no Indemnified Party shall be entitled to indemnification hereunder from and after the Closing with respect to a breach by an Indemnifying Party of any representation, warranty or covenant hereunder of which such Indemnified Party had knowledge as of the Closing Date.

Exception to Indemnification. Notwithstanding any provision contained herein to the contrary, no Indemnified Party shall be entitled to indemnification hereunder from and after the Closing with respect to a breach by an Indemnifying Party of any representation, warranty representations and warranties hereunder or covenant hereunder under any of which the Ancillary Documents that such Indemnified Party had actual knowledge as of on the Closing Datedate hereof, where such actual knowledge was acquired because the events, circumstances and consequences thereof were clear on its face from materials actually provided to or obtained by the Indemnified Party prior to the Closing.