Actual Knowledge. For purposes of this Agreement, neither the Agent nor any Lender shall be deemed to have actual knowledge of any fact or state of facts unless the senior loan officer or any other officer responsible for the Borrower's account established pursuant to this Agreement at the Agent or such Lender, shall, in fact, have actual knowledge of such fact or state of facts or unless written notice of such fact shall have been received by the Agent or such Lender in accordance with SECTION 9.6.
Actual Knowledge. Agent may assume that no Default or Event of Default has occurred and is continuing, unless Agent has actual knowledge of the Default or Event of Default, has received notice from Borrower, its counsel or its independent certified public accountants stating the nature of the Default or Event of Default, or has received notice from a Bank stating the nature of the Default or Event of Default and that Bank considers the Default or Event of Default to have occurred and be continuing.
Actual Knowledge. For purposes of this Agreement, none of the Agent and Banks shall be deemed to have actual knowledge of any fact or state of facts unless the senior loan officer or any other officer responsible for Borrower's account established pursuant to this Agreement at the Agent or such Bank shall, in fact, have actual knowledge of such fact or state of facts or unless written notice of such fact shall have been received by the Agent or such Bank in accordance with Section 10.5.
Actual Knowledge. The phrases "actually known to me," my "actual knowledge" or similar phrases shall mean the conscious awareness of facts or other information by me or by any lawyer in the KeyCorp Law Group in Cleveland, Ohio.
Actual Knowledge. Neither Party shall have any liability hereunder for Damages arising from or relating to a breach of any representation or warranty if the Indemnitor can establish that the other Party had actual knowledge on or before the Closing Date of the condition or event constituting such breach.
Actual Knowledge. 9.14 Affiliate................................................. 9.14
Actual Knowledge. An Indemnifying Party shall not be liable under this Article X for a Loss resulting from any event relating to a breach of any representation, warranty, covenant or agreement if the Indemnifying Party can establish that the Indemnitee had Knowledge on or before the Closing Date of such event.
Actual Knowledge. No party shall be liable for any Warranty Claim if and to the extent that the facts, matters or circumstances giving rise to the Warranty Claim were actually known by the other party making the Warranty Claim prior to signing this Agreement in sufficient detail so as to enable such party to identify the nature and scope of the breach. For these purposes:
(i) in respect of a Warranty Claim against Xxxxxxxxx, Mergeco shall be deemed solely to have the actual knowledge of the individuals listed in Schedule 17; and
(ii) in respect of a Warranty Claim against Vodafone, Mergeco shall be deemed solely to have the actual knowledge of the individuals listed in Schedule 15.
Actual Knowledge. The current, actual knowledge of any Responsible Individual of a Party, without duty of inquiry; provided that so qualifying such Party’s knowledge shall in no event give rise to any personal liability on the part of the Responsible Individual. Actual Knowledge shall not include constructive knowledge, imputed knowledge, or knowledge such Party or such Responsible Party do not have but could have obtained through further investigation or inquiry.
Actual Knowledge. “Actual Knowledge” means the actual (and not the constructive) current knowledge of the person or entity making a representation or warranty in this Agreement to his or its “Actual Knowledge”, and does not imply any inspection, examination or other inquiry undertaken by such person or entity to determine the accuracy of any representation, warranty or other statement made to such person’s or entity’s “Actual Knowledge” in this Agreement or in any of Seller’s Closing Documents or Buyer’s Closing Documents, as applicable.
