Common use of Prior Knowledge Clause in Contracts

Prior Knowledge. An Indemnified Party’s right to indemnification under Article VIII based on the breach of any representation, warranty, covenant or agreement (or based on the failure of any representation or warranty to be true as of the date hereof or as of the Closing Date) shall not be limited, diminished or otherwise affected in any way as a result of the existence of such Indemnified Party’s or its Representatives’ knowledge of such breach or untruth, the threat of such breach or untruth or the circumstances giving rise to such breach or untruth as of the date hereof or as of the Closing Date, regardless of whether such knowledge exists as a result of the Indemnified Party’s investigation, as a result of disclosure by the Indemnifying Party (or any other Person) or otherwise.

Prior Knowledge. An Indemnified Party’s right to indemnification under Article VIII based on the breach of any representation, warranty, covenant or agreement (or based on 36 the failure of any representation or warranty to be true as of the date hereof or as of the Closing Date) shall not be limited, diminished or otherwise affected in any way as a result of the existence of such Indemnified Party’s or its Representatives’ knowledge of such breach or untruth, the threat of such breach or untruth or the circumstances giving rise to such breach or untruth as of the date hereof or as of the Closing Date, regardless of whether such knowledge exists as a result of the Indemnified Party’s investigation, as a result of disclosure by the Indemnifying Party (or any other Person) or otherwise.