Buyer's Knowledge of Business Sample Clauses

Buyer's Knowledge of Business. Buyer and the Affiliates acknowledge and agree that they are highly familiar with the details of the Business and the Purchased Assets by virtue of the fact that the Affiliates have conducted the Business since its inception. Buyer and the Affiliates are relying exclusively on their knowledge and understanding of the Business and the Purchased Assets in evaluating whether to proceed with the transactions contemplated by this Agreement and acknowledge that Seller has made no representations, oral, written or otherwise, as to the condition or value of the Purchased Assets or of the Business, except as set forth in this Agreement.
Sample 1
AutoNDA by SimpleDocs
Buyer's Knowledge of Business. Seller's Representations Modified by Buyer's Knowledge. To the knowledge of Buyer, Seller's representations and warranties made in this Agreement are true and correct. Buyer hereby agrees that to the extent any representation or warranty of Seller made herein is, to the knowledge of Buyer acquired prior to the Closing, untrue or incorrect, if Buyer elects to close, (a) Buyer shall have no rights under this Agreement by reason of such untruth or inaccuracy, and (b) any such representation or warranty by Seller shall be deemed t be amended to the extent necessary to render it consistent with such knowledge of Buyer.
Sample 1
Buyer's Knowledge of Business. SELLERS' REPRESENTATIONS MODIFIED by BUYER'S Knowledge. On the date of this Agreement, to the knowledge of Buyer, Sellers' representations and warranties made in this Agreement or in any Ancillary Agreement that may be entered into on or prior to the date hereof are true and correct. Buyer hereby agrees that to the extent any representation or warranty of Sellers made herein or in any such Ancillary Agreement is, to the knowledge of Buyer acquired prior to the date hereof, untrue or incorrect, (i) Buyer shall have no rights hereunder or thereunder by reason of such untruth or inaccuracy, and (ii) any such representation or warranty by Sellers shall be deemed to be amended to the extent necessary to render it consistent with such knowledge of Buyer. In addition, between the date hereof and the Closing, Buyer may acquire additional knowledge concerning the matters covered by Sellers' representations and warranties. Accordingly, Buyer agrees that, if the Closing occurs, then to the extent any representation or warranty of Sellers made herein or in any Ancillary Agreement entered into at or prior to the Closing, to the knowledge of Buyer acquired from and after the date hereof and prior to the Closing, is untrue or incorrect, (x) Buyer shall have no rights hereunder or thereunder by reason of such untruth or inaccuracy, and (y) any such representation or warranty by Sellers shall be deemed to be amended to the extent necessary to render it consistent with such knowledge of Buyer. Any knowledge of Buyer acquired after the Closing shall have no effect by reason of this Section 7.8 on any representation or warranty of Sellers made herein or in any Ancillary Agreement.
Sample 1
Buyer's Knowledge of Business. Buyers hereby agree that, to the extent any representation or warranty of Sellers made herein, in any Sellers' Closing Document, or in Sellers' Disclosure Letter is, to the Knowledge of Buyers at the time the representation or warranty was made, untrue or incorrect, (i) Buyers will have no rights under this Agreement or Sellers' Disclosure Letter or otherwise by reason of such untruth or inaccuracy and (ii) any such representation or warranty by Sellers shall be deemed to be amended to the extent necessary to render it consistent with the Knowledge of Buyers, provided, however, Buyers shall not be required to prove that it did not have such Knowledge at the relevant time when making any claims against Sellers pursuant to this Agreement and Sellers shall have the entire burden of establishing any such Knowledge.
Sample 1
Buyer's Knowledge of Business. Seller's Representations Modified by Buyer's Knowledge. Buyer hereby agrees that to the extent any representation or warranty of Seller made herein or in any such Ancillary Document (as defined in Section 12.01) is, to the knowledge of any executive officer or Director of Buyer acquired prior to the date hereof, untrue or incorrect, (i) Buyer shall have no rights thereunder by reason of such untruth or inaccuracy, and (ii) any such representation or warranty by Seller shall be deemed to be amended to the extent necessary to render it consistent with such knowledge of Buyer. In addition, between the date hereof and the Closing, Buyer may acquire additional knowledge concerning the matters covered by Seller's representations and warranties. Accordingly, Buyer agrees (without prejudice to any rights that Buyer may have under Sections 8.01, 11.01, and 11.02) that, if the Closing occurs, then to the extent any representation or warranty of Seller made herein or in any Ancillary Document entered into at or prior to the Closing, to the knowledge of Buyer acquired from and after the date hereof and prior to the Closing, is untrue or incorrect, (x) Buyer shall have no rights thereunder by reason of such untruth or inaccuracy, and (y) any such representation or warranty by Seller shall be deemed to be amended to the extent necessary to render it consistent with such knowledge of Buyer.
Sample 1

Related to Buyer's Knowledge of Business

  • Purchaser’s Knowledge The Purchaser has sufficient knowledge, understanding, and experience, either independently or together with his, her or its purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Offering Materials, and such knowledge, understanding, and experience enables the Purchaser to evaluate the merits and risks of purchasing the Tokens.

  • Seller’s Knowledge Whenever a representation is qualified by the phrase “to the best of Seller’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of the Designated Seller Representative, without independent investigation or inquiry. Purchaser acknowledges that the Designated Seller Representative is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from the Designated Seller Representative to Purchaser and Purchaser agrees that no Designated Seller Representative shall have any liability under this Agreement or in connection with the transactions contemplated hereby.

  • Knowledge of the Company For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the Company Knowledge Parties, none of whom shall have any personal liability or obligations regarding such knowledge.

  • 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.

  • No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

  • 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.

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • Knowledge of Offering You acknowledge that it is your responsibility to examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence.

  • Knowledge of Default It is expressly understood and agreed that the Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information required to be provided by the Borrower hereunder.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!