No Indemnification For Known Breaches of Representations and Warranties. Notwithstanding any other provisions to the contrary set forth in this Agreement or the agreements entered into in connection therewith, RMED shall not be deemed to have misrepresented to Buyer nor breached a warranty or representation set forth herein or the Schedules hereto, if Buyer has knowledge as of the Closing Date of such facts or circumstance that constitute the breach or misrepresentation disclosed in the Agreement, or the agreements executed in connection therewith, or schedules thereto delivered, by or on behalf of RMED to Buyer, and Buyer nevertheless consummates the transactions contemplated herein, in which case Buyer shall be deemed to have waived any claim for Damages it may have under this Article, this Agreement, or any agreement executed in connection therewith, as it relates to such breach of representation or warranty.
No Indemnification For Known Breaches of Representations and Warranties. Notwithstanding any provision to the contrary contained herein, in the event that either party proves that the other party had actual knowledge, on or before the Closing Date, of the specific facts upon which a claim for indemnification by the other party is based, then the party shall have no liability for any Indemnified Losses resulting from or arising out of such claim.
No Indemnification For Known Breaches of Representations and Warranties. Notwithstanding any other provisions to the contrary set forth in this Merger Agreement or the agreements entered into in connection therewith, RMED or Sub shall not be deemed to have misrepresented to the Company and the Shareholders nor breached a warranty or representation set forth herein or the Schedules hereto, if the Company and the Shareholders have has knowledge as of the Effective Date of such facts or circumstance that constitute the breach or misrepresentation disclosed in the Merger Agreement, or the agreements executed in connection therewith, or schedules thereto delivered, by or on behalf of RMED or Sub to the Company and the Shareholders, and the Company and the Shareholders nevertheless consummates the transactions contemplated herein, in which case the Company and the Shareholders shall be deemed to have waived any claim for Damages they may have under this Article, this Merger Agreement, or any agreement executed in connection therewith, as it relates to such breach of representation or warranty.
No Indemnification For Known Breaches of Representations and Warranties. Notwithstanding any provision to the contrary contained herein, in the event that any party to this Agreement had actual knowledge, on or before the Effective Time, of the specific facts upon which a claim for indemnification for breach of
No Indemnification For Known Breaches of Representations and Warranties. Notwithstanding any of the provisions set forth in this Article IX, above, and except for the warranties and representations set forth in Paragraph 4.2.21 or 4.2.10(b)(v) of this Agreement, in the event that the Buyer had knowledge, on or before the Closing Date, of the facts giving rise to a claim hereunder, then the Sellers shall have no liability for any loss resulting from or arising out of such facts. In addition, Buyer shall deliver to Sellers, and attach to this Agreement at Closing, a statement of any facts known to Buyer at Closing and not disclosed by the Company as part of the Disclosure Schedule which could give rise to a claim under this Article IX but for the provisions of this Paragraph 9.7.
No Indemnification For Known Breaches of Representations and Warranties. Notwithstanding any provision to the contrary contained in this Agreement, including Article 12 hereof, in the event that the Seller proves that the Buyer had actual knowledge, on or before the Closing Date, of the specific facts upon which a claim for indemnification by the Buyer is based, then the Seller shall have no liability for any Indemnified Losses resulting from or arising out of such claim.
