Effects of Knowledge Sample Clauses

Effects of Knowledge. Buyer Indemnified Persons shall have no right to indemnification or payment of Adverse Consequences based on any breach of representations and warranties arising from matters that were within the Knowledge of Buyer as of the Closing. Seller Indemnified Persons shall have no right to indemnification or payment of Adverse Consequences based on any breach of representations and warranties arising from matters that were within the Knowledge of Seller as of the Closing.
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Effects of Knowledge. Unless specifically disclosed in this Agreement (including its Exhibits), claims of the Purchaser based on a breach of any of the Representations are not excluded if a breach or the underlying facts have been known to the Purchaser at any time until Completion. Sec. 442 BGB and Sec. 377 HGB are excluded. The same shall apply mutatis mutandis to Indemnifications, and the Parties agree for the sake of clarity that no specific disclosures are made in context with Indemnifications (unless specifically outlined in Exhibit 5) and Tax Representations (as referred to in Section 3.8.).
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Effects of Knowledge. (a) A Purchaser Claim arising out of the Breach of a Sellers’ Guarantee cannot be raised against any Seller, and the Sellers’ liability shall be excluded if and to the extent the facts or circumstances giving rise to such Purchaser Claim are individually and actually known prior to the Signing Date by the Purchaser or any of the Purchaser’s Representatives set forth on Exhibit 13(g).
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Effects of Knowledge. (a) A Purchaser Claim cannot be raised against the Seller, and the Seller’s liability shall be excluded if and to the extent the facts or circumstances giving rise to a Purchaser Claim are actually known by the Purchaser’s representatives as set out in Exhibit 11.5(a) (the “Purchaser’s Knowledge Bearers”) at the Business Day prior to the Signing Date without the attribution of any actual or deemed knowledge of any other person. The Parties agree that any liability of the Purchaser with regard to constructive knowledge or with regard to information available in any files, documents or correspondence, but not actually known by the respective Purchaser’s Knowledge Bearer shall be excluded and waived and therefore, the Purchaser shall not be deemed to have knowledge of such matters and facts, provided that Section 11.5(b) shall remain unaffected.
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Related to Effects 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.

  • 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.

  • 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 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.

  • Best Knowledge Best Knowledge" shall mean both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

  • Material Changes or Material Transactions Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated thereby, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • 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.

  • 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 "

  • 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.

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