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.

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.).

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). (b) The Purchaser shall be deemed to have knowledge of all matters set out in this Agreement, including its Exhibits and Schedules and the information and documents set forth in Schedule 6 (“Further Disclosures”), as well as all matters Fairly Disclosed in (i) the electronic data room operated by Xxxxxxx Corporation and maintained under the project name “Black Diamond” (the “Data Room”) and made accessible to the Purchaser and/or the Purchaser’s Representatives until December 2, 2019. A complete set of the contents of the Data Room has been set aside in electronic form on a USB memory stick (the “General DR USB Stick”). One copy of the General DR USB Stick has been handed over to each of the Sellers. Three copies of the General DR USB Stick have been handed over to the Purchaser. Two (2) copies of the General DR USB Stick have been handed over to the notary Xx. Xxxxxx Xxxxx, resident in Frankfurt am Main, on the Signing Date; and (ii) the additional electronic data rooms operated by Xxxxxxx Corporation and maintained under the project names “Black Diamond — Red Data Room” (the “Red Data Room”) and “Black Diamond — Purple Data Room” (the “Purple Data Room”) and made accessible to the Purchaser and/or the Purchaser’s Representatives until December 2, 2019 with regard to the Red Data Room and until December 2, 2019 with regard to the Purple Data Room. A complete set of the contents of the Red Data Room and Purple Data Room have been set aside in electronic form on additional USB memory sticks (the “Red DR USB Stick”) and the “Purple DR USB Stick”, respectively). One copy of the Red DR USB Stick and one copy of the Purple DR USB Stick has been handed over to each of the Sellers. Three copies the Red DR USB Stick and three copies of the Purple DR USB Stick have been handed over to Shearman & Sterling LLP, the Purchaser’s outside counsel (which in each case, shall be held by Shearman & Sterling LLP, the Purchaser’s outside counsel until the consummation of the Closing in accordance with the clean team agreement, dated as of November 18, 2019, by and between the Company and the Purch...