Common use of Prior Knowledge Clause in Contracts

Prior Knowledge. If at any time on or before the Closing Date, Buyer obtains any knowledge (whether through investigation or otherwise) of any material fact which causes Buyer to reasonably believe that any of the representations, warranties, covenants or agreements of any Seller contained herein are untrue or inaccurate in any respect, then Buyer shall inform Seller of such material fact promptly following Buyer's obtaining knowledge thereof. In the event Buyer fails to inform Seller of such material fact as provided herein, such failure will constitute a waiver and release by Buyer of any rights it may have under this Agreement to delay the Closing or terminate this Agreement or otherwise as a result of such representation, warranty, covenant or agreement being untrue or inaccurate because of such material fact.