Sandbagging Clause Samples
A sandbagging clause determines whether a party can bring a claim for breach of representation or warranty even if they knew about the breach before closing a transaction. In practice, this clause either permits or restricts claims based on pre-closing knowledge, affecting the buyer’s ability to seek remedies for issues discovered during due diligence. Its core function is to allocate risk and clarify the parties’ rights regarding known and unknown breaches, thereby reducing disputes over whether prior knowledge should bar recovery.
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Sandbagging. The rights of the Parent Indemnified Parties to indemnification or any other remedy under this Agreement shall not be impacted or limited by any knowledge that the Parent Group may have acquired, or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by the Parent Group. The Seller hereby acknowledges that, regardless of any investigation made, or not made, by or on behalf of the Parent Group, and regardless of the results of any such investigation, the Parent Group has entered into the transactions contemplated by this Agreement in express reliance upon the representations and warranties of the Seller and HoldCo made in this Agreement. The waiver of any condition based upon the accuracy of any representation or warranty herein shall not affect the Parent Indemnified Party’s right to indemnification based upon such representation or warranty.
Sandbagging. The rights of the Purchaser to indemnification or any other remedy under this Agreement shall not be impacted or limited by any knowledge that the Purchaser may have acquired, or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by the Purchaser. The Seller hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of the Purchaser, and regardless of the results of any such investigation, the Purchaser has entered into this transaction in express reliance upon the representations and warranties of the Seller made in this Agreement. The waiver of any condition based upon the accuracy of any representation or warranty, covenant, condition or other agreement herein shall not affect the Purchaser’s right to indemnification based upon such representation or warranty, covenant, covenant, condition or other agreement.
Sandbagging. The representations, warranties and covenants of the Sellers and relating to the Company, and Buyer’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Buyer or by reason of the fact that the Buyer knew that any such representation or warranty is, was or might be inaccurate or by reason of the Buyer’s waiver of any condition set forth in Sections 2.04 and 2.05, as the case may be.
Sandbagging. The Parties agree and acknowledge that no review by Buyer shall affect the representations and warranties made by the Seller Parties or the Target Company Group pursuant to this Agreement or the right to indemnification, payment of Losses, or any other remedy of Buyer for breaches of those representations and warranties. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other remedy based on any such representation, warranty, covenant or agreement.
Sandbagging. Notwithstanding anything to the contrary contained in this Agreement (including Seller’s failure to disclose any matter required to be disclosed on any Disclosure Schedule hereto), Buyer agrees that no representation or warranty of Seller in this Agreement or in any other Transaction Document shall be deemed to be untrue or incorrect, and Seller shall not be deemed to be in breach thereof, if Buyer has knowledge on the date of this Agreement or the Closing Date, as applicable, of any such undisclosed matter or that any such representation or warranty was untrue or incorrect. For the purpose of this Section 6.6 only, “Buyer has knowledge” shall mean and be limited to, those matters of which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Nabi ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ have actual knowledge, without duty of inquiry.
Sandbagging. The rights of the Parent Indemnified Parties to indemnification or any other remedy under this Agreement shall not be impacted or limited by any knowledge that the Parent Group may have acquired, or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by the Parent Group. The PURO Members hereby acknowledge that, regardless of any investigation made, or not made, by or on behalf of the Parent Group, and regardless of the results of any such investigation, the Parent Group has entered into the transactions contemplated by this Agreement in express reliance upon the representations and warranties of PURO and the PURO Members made in this Agreement. The waiver of any condition based upon the accuracy of any representation or warranty herein shall not affect the Parent Indemnified Party’s right to indemnification based upon such representation or warranty.
Sandbagging. The rights of the Parent Indemnified Parties to indemnification or any other remedy under this Agreement shall not be impacted or limited by any knowledge that the Parent Group may have acquired, or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by the Parent Group. The LED Supply Members hereby acknowledge that, regardless of any investigation made, or not made, by or on behalf of the Parent Group, and regardless of the results of any such investigation, the Parent Group has entered into the transactions contemplated by this Agreement in express reliance upon the representations and warranties of LED Supply and the LED Supply Members made in this Agreement. The waiver of any condition based upon the accuracy of any representation or warranty herein shall not affect the Parent Indemnified Party’s right to indemnification based upon such representation or warranty.