Knowledge Not Limiting Clause Samples
The "Knowledge Not Limiting" clause establishes that any representations, warranties, or obligations in the agreement are not restricted or qualified by a party's actual or constructive knowledge. In practice, this means that a party cannot avoid responsibility by claiming ignorance of facts or circumstances that are relevant to their obligations under the contract. For example, if a seller represents that there are no legal disputes affecting an asset, they cannot later claim they were unaware of a pending lawsuit to avoid liability. This clause ensures that parties remain fully accountable for their commitments, preventing them from using lack of knowledge as a defense and thereby promoting certainty and risk allocation in contractual relationships.
Knowledge Not Limiting. No right or obligation under this Article 7 will be waived or otherwise affected by any knowledge (of any form or type) of Buyer or Parent or by any investigation, due diligence or verification by or on behalf of Buyer or Parent at or before Closing. All representations, warranties, covenants and agreements herein will be deemed material and relied upon by each Party, and none will be waived by any failure to pursue any action or consummation of the transactions contemplated herein, except to the extent stated herein.
Knowledge Not Limiting. One purpose of the representations, warranties, covenants and agreements herein is to shift or allocate the risk and responsibility for certain matters among the Parties. No right or obligation under this Article 8 will be waived or otherwise affected by any knowledge (of any form or type) of Buyer or by any investigation, due diligence or verification by or on behalf of Buyer on or before the date hereof or at or before Closing. All representations, warranties, covenants and agreements herein will be deemed material and relied upon by each Party, and none will be waived by any failure to pursue any action or consummation of the transactions contemplated herein, except to the extent stated herein.
Knowledge Not Limiting. No right or obligation under this Article X will be waived or otherwise affected by any knowledge (of any form or type) of Buyer or by any investigation, due diligence or verification by or on behalf of Buyer on or before the date hereof or at or before Closing. All representations, warranties, covenants and agreements herein will be deemed material and relied upon by each party hereto, and none will be waived by any failure to pursue any action or consummation of the transactions contemplated herein, except to the extent stated herein.