Attribution of Knowledge Sample Clauses

Attribution of Knowledge. With respect to any representation or warranty set forth in this Agreement or any other agreements, certificates or instruments delivered pursuant hereto that is expressly qualified by: (a) the phrase “to the knowledge of Seller” or “to the best knowledge of Seller” and variations thereof when used with respect to Seller shall refer only to matters actually known, and not constructively known, to any of the individuals listed on Schedule 13.5(a); and (b) the phrase “to the knowledge of Purchaser” or “to the best knowledge of Purchaser” and variations thereof when used with respect to Purchaser shall refer only to matters actually known, and not constructively known, to any of the individuals listed on Schedule 13.5(b). Without limiting the foregoing, a matter shall be deemed to be “actually known” by an individual listed on Schedule 13.5 if such individual has received written notice of such matter.
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Attribution of Knowledge. For the purposes of this Agreement, the phrase “to Seller’s knowledge” and variations of it when used with respect to Seller shall refer to: (a) all matters actually within the current conscious awareness of: (i) any officer of any Seller; (ii) any director of any Seller; (iii) any employee in a managerial position at any Seller; or (iv) any employee of any Seller having managerial or supervisory responsibility for environmental or health and safety issues; or (b) any matter that any of the persons listed in the foregoing clauses (i) through (iv) would reasonably be expected to discover or otherwise become aware of upon conducting a reasonably comprehensive investigation regarding the accuracy or any representation or warranty contained in this Agreement.
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Attribution of Knowledge. With respect to any representation or warranty set forth in this Agreement or any other agreements, certificates or instruments delivered pursuant hereto that is expressly qualified by: (a) the phrase “to the knowledge of Shareholders” or “to the best knowledge of Shareholders” and variations thereof when used with respect to Shareholders shall refer to matters actually known, and not constructively known, to any of the individuals listed on Schedule 13.5(a); and (b) the phrase “to the knowledge of Parent” or “to the best knowledge of Parent” and variations thereof when used with respect to Parent shall refer only to matters actually known, and not constructively known, to any of the individuals listed on Schedule 13.5(b). Without limiting the foregoing, a matter shall be deemed to be “actually known” by an individual listed on Schedule 13.5 if such individual has received written notice of such matter.
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Attribution of Knowledge. With respect to any representation or warranty set forth in this Agreement that is expressly qualified by reference to the knowledge of the Company or any Subsidiary, (A) the Company and such Subsidiary confirms that it has made due and diligent inquiry as to the matters that are the subject of such representation and warranty; and (B) such references shall include all matters and information of which Xxxxx Xxxxxxxxx or any person who is (or was during the relevant period) serving as a Key Employee of the Company or such Subsidiary had actual knowledge or should have known had the Company or such Subsidiary observed the procedures described in clause (A).
Sample 1
Attribution of Knowledge. For purposes of this Agreement, Borrower is deemed to have actual knowledge of all facts of which any Partner, Partner Obligor or LG&E Energy Corp. (including any officer or director of any Partner, Partner Obligor or LG&E Energy Corp.) has knowledge.
Sample 1
Attribution of Knowledge. With respect to any representation or warranty set forth in this Agreement or any other agreements, certificates or instruments delivered pursuant hereto that is expressly qualified by: (a) the phrase “to the knowledge of RMO” or “to the best knowledge of RMO” and variations thereof when used with respect to RMO shall refer to matters actually known, and not constructively known, to RMO; and (b) the phrase “to the knowledge of Parent” or “to the best knowledge of Parent” and variations thereof when used with respect to Parent shall refer only to matters actually known, and not constructively known, to any of the individuals listed on Schedule 13.5(b). Without limiting the foregoing, a matter shall be deemed to be “actually known” by an individual listed on Schedule 13.5 if such individual has received written notice of such matter.
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Attribution of Knowledge. The knowledge of one Old Shareholder will be attributed to the other Old Shareholders except for the Old Shareholders Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx und Xxxx Xxxxxxxxx
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Attribution of Knowledge. For the purposes of this Agreement, the phrase "to Sellers' knowledge" and variations of it when used with respect to Sellers or any Seller shall refer to: (a) all matters actually known by Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx Xxxxx or (b) any matter that any of the foregoing persons would reasonably be expected to discover or otherwise become aware of upon conducting a reasonable investigation of applicable files in such person's possession.
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Related to Attribution of Knowledge

  • Definition of “Knowledge For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

  • Definition of Seller’s Knowledge Any representations made “to Seller’s knowledge” shall not be deemed to imply any duty of inquiry. For purposes of this Contract, the term “to Seller’s knowledge” shall mean and refer only to actual knowledge of the Designated Representative of the Seller and shall not be construed to refer to the knowledge of any other partner, officer, director, agent, employee or representative of the Seller, or any affiliate or parent of the Seller, or to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such Designated Representative any individual personal liability. As used herein, the term Designated Representative shall refer to Xxxxxxx Xxxxxxx who is the District Manager of Seller’s property manager with supervisory responsibility for the Property.

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • No Deemed Knowledge The Indenture Trustee will not be deemed to have knowledge of a Default, an Event of Default or a breach of a representation or warranty unless (i) a Responsible Person of the Indenture Trustee has knowledge of the Default, Event of Default or breach or (ii) it has actually received notice of the Default, Event of Default or breach.

  • Duty to Make Inquiry To the extent that any of the representations or warranties in this Article II are qualified by “knowledge” or “belief,” the Company represents and warrants that it has made due and reasonable inquiry and investigation concerning the matters to which such representations and warranties relate, including, but not limited to, diligent inquiry of its directors, officers and key personnel.

  • Prior Actions and Knowledge I represent and warrant that from the time of my first contact or communication with the Company, I have held in strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the Company or any affiliate or related entity of the Company, or (ii) used, copied, published, or summarized any Proprietary Information or removed any Company Materials from the business premises of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company.

  • Knowledge Whenever a representation or warranty or other statement in this Agreement (including, without limitation, Schedule I hereto) is made with respect to a Person's "knowledge," such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of the matter in question.

  • Schedules; Knowledge Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

  • Interpretation; Knowledge (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement. Unless otherwise indicated the words "include," "includes" and "

  • Investigation of Breach If the Seller (i) has knowledge of a breach of a representation or warranty made in Section 3.4, (ii) receives notice from the Depositor, the Trust, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 3.4, (iii) receives a written request to repurchase a Receivable due to an alleged breach of a representation and warranty in Section 3.4 from the Owner Trustee, the Indenture Trustee, any Verified Note Owner or any Noteholder (which repurchase request shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach of the representations and warranties in Section 3.4; provided, that with respect to a repurchase request from a Noteholder or a Verified Note Owner, such repurchase request shall initially be provided to the Indenture Trustee) for a Receivable (each, a “Repurchase Request”) or (iv) receives a final report from the Asset Representations Reviewer that indicates that the Asset Representations Reviewer has determined that a test procedure under the Asset Representations Review Agreement has not been satisfied with respect to a representation or warranty set forth in Section 3.4 for a Receivable, then, in each case, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in any Receivable. None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Receivable is required to be repurchased under this Section 3.5.

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