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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 the Company” or “to the best knowledge of the Company” and variations thereof when used with respect to the Company shall refer to matters actually known, and not constructively known, to any of the officers of the Company and the other 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.
Sample 1
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.
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.
Sample 1
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).
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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 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

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.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others. o A description of the intended use(s) for and users of the project results. o Published documents, including date, title, and periodical name. o Copies of documents, fact sheets, journal articles, press releases, and other documents prepared for public dissemination. These documents must include the Legal Notice required in the terms and conditions. Indicate where and when the documents were disseminated. o A discussion of policy development. State if project has been or will be cited in government policy publications, or used to inform regulatory bodies. o The number of website downloads or public requests for project results. o Additional areas as determined by the CAM. • Conduct technology transfer activities in accordance with the Technology/Knowledge Transfer Plan. These activities will be reported in the Progress Reports. • When directed by the CAM, develop Presentation Materials for an Energy Commission- sponsored conference/workshop(s) on the project. • When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the California Energy Commission. • Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photographs. • Prepare a Technology/Knowledge Transfer Report on technology transfer activities conducted during the project. • Initial Fact Sheet (draft and final) • Final Project Fact Sheet (draft and final) • Presentation Materials (draft and final) • High Quality Digital Photographs • Technology/Knowledge Transfer Plan (draft and final) • Technology/Knowledge Transfer Report (draft and final)

  • 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.

  • 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.

  • 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 46 8.4 Counterparts.......................................................................................47 8.5 Entire Agreement; Third Party Beneficiaries........................................................47 8.6 Severability.......................................................................................47 8.7 Other Remedies; Specific Performance...............................................................47 8.8

  • 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.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

Most Referenced Clauses

Most Referenced Definitions