Exclusion of Claims due to Purchaser’s Knowledge. The Purchaser or – as the case may be – the Shareholder Loans Purchaser – shall not be entitled to bring any claim under this section 7 if the underlying facts or circumstances to which the claim relates were known, or if there was a grossly negligent lack of knowledge (xxxx fahrlässige Unkenntnis) of such underlying facts or circumstances, by the persons identified in Exhibit 7.4. Section 377 HGB shall not apply. Section 442 BGB shall apply mutatis mutandis with respect to the knowledge of the persons identified in Exhibit 7.4.
Exclusion of Claims due to Purchaser’s Knowledge. 6.4.1 The Purchaser shall not be entitled to bring any claim under this Agreement including, but not limited to, any and all claims for breach of any of the guarantees pursuant to Sections 5 and 7, if the Purchaser had knowledge (positive Kenntnis) of the facts to which the claim relates, or if the Purchaser had no knowledge of the facts to which the claim relates due to gross negligence (xxxx fahrlässige Unkenntnis), taking into account that the Purchaser, prior to entering into this Agreement, has been given the opportunity to a review of the status of the Group Companies and their Business from a commercial, financial and legal perspective, including inter alia, to a review of the documents identified in Annex 6.4 and disclosed in the data room and to participate in management presentations, expert meetings, site visits and a Q&A process (any information so provided hereinafter referred to as the “Disclosed Information”). The knowledge of the Purchaser’s managing directors, advisors and those of its employees who were engaged in carrying out the due diligence examination undertaken with regard to negotiating and entering into this Agreement shall be imputed to the Purchaser.
Exclusion of Claims due to Purchaser’s Knowledge. The Purchaser shall not be entitled to bring any claim under the Sellers’ Warranties under Section 6 of this Agreement if the underlying facts or circumstances to which the claim relates were known, or should have been known (grossly negligent lack of knowledge (xxxx fahrlässige Unkenntnis)), by the Purchaser, taking into account that the Purchaser, prior to entering into this Agreement, has received the results of due diligence undertaken by the Sellers and has been given the opportunity to carry out its own due diligence of the Purchased Companies, the BSN Group Companies and the Business from a commercial, financial, tax and legal perspective, inter alia, through access to the Data Room Information, the VDD Reports and its own inquiries of BSN management. Facts and circumstances that could reasonably be concluded from the Data Room Information, or the VDD Reports, as well as facts and circumstances that could reasonably be concluded from the Information Memorandum, the management presentations, the answers to data room requests or in this Agreement or its Annexes are deemed to be known by the Purchaser. The knowledge or grossly negligent lack of knowledge of the persons identified in Annex 7.4 shall be imputed to Purchaser, but not the knowledge of its advisers or of any person who is or was a director, officer, manager or employee of the Purchased Companies or any other BSN Group Company. The provisions of this Section 7.4 shall not apply to claims for breach of the Title Warranties or to claims under Section 8.
Exclusion of Claims due to Purchaser’s Knowledge. 7.4.1 In preparation of the Transaction, a virtual data room operated by Intralinks, Inc. made available to the Purchaser and its advisors in the time period from 9 September until 17 November 2018 (the Data Room), a Q&A process with the Seller and the Group Companies in the same time period (the Q&A Process), as well as the management presentation held on 25 September 2018 (the Management Presentation; the Management Presentation, the Data Room and the Q&A Process together referred to as the Disclosed Information).
Exclusion of Claims due to Purchaser’s Knowledge. Purchaser shall not be entitled to bring any claim if the underlying facts or circumstances to which the claim relates were actually known by Purchaser as of the Signing Date.
Exclusion of Claims due to Purchaser’s Knowledge. The Purchaser shall not be entitled to bring any claim under Section 6 if the underlying facts or circumstances to which the claim relates were known by the Purchaser, taking into account that the Purchaser, prior to entering into this Agreement, has been given the opportunity to perform a review of the status of Xxxxx Group Companies and the Business from a, inter alia, commercial, financial and legal perspective and to perform a review of the documents contained on or identified in the document index contained in the CD-ROM deposited with the acting notary for evidentiary purposes (hereinafter referred to as the “Disclosed Documents”). Facts and circumstances that have been truly and fairly disclosed in the Disclosed Documents and could reasonably be concluded, without making further enquiries, from the Disclosed Documents or from this Agreement or its Annexes are deemed to be known by the Purchaser. Any facts and circumstances shall be deemed “truly and fairly disclosed”, if the disclosure was made in a coherent manner and therefore the relevant facts and circumstances and their significance could reasonably and without further inquiry be concluded from the Disclosed Documents or from this Agreement or its Annexes. The CD-ROM shall remain deposited with the notary until 31 December 2017 and may be destroyed by the notary after this date. A Party seeking access to the CD-ROM has to provide suitable equipment to do so and has to provide sufficient evidence to the Notary, that such equipment will not damage or destroy the CD-ROM or its content.
