Interpretive Provisions; Certain Definitions. (a) Whenever used in this Agreement, "to the Company's knowledge" or "to the knowledge of the Company" shall mean the actual knowledge of Xxxxx XxXxxxxx, the President and Chief Operating Officer of the Company, Xxxxxx Xxxxx, the Vice President of Finance and Chief Financial Officer of the Company. The inclusion of any information on any Schedule shall not be deemed to be an admission or acknowledgment by the Company, in and of itself, that such information is required to be listed on such Schedule or is material to or outside the ordinary course of the business of the Company or any of its Subsidiaries, as applicable. Nothing contained herein or in any of the Exhibits or Schedules hereto shall constitute an admission of liability or an admission against the Company's interest.
Interpretive Provisions; Certain Definitions. Whenever used in this Agreement, "to the Company's knowledge" or "to the knowledge of the Company" shall mean the actual knowledge of those persons who are listed on Exhibit 1 and "to AGT's knowledge" or "to the knowledge of AGT" shall mean the actual knowledge of the Persons listed on Exhibit 2. The inclusion of any information on any schedule to this Agreement shall not be deemed to be an admission or acknowledgement by the Company, in and of itself, that A-36 41 such information is required to be listed on such Schedule or is material to or outside the ordinary course of the business of the Company. Nothing contained herein or in any of the exhibits or schedules hereto shall constitute an admission of liability or an admission against the Company's interest. Section 8.7.
Interpretive Provisions; Certain Definitions. (a) Whenever used in this Agreement, “to the Sellers’ Knowledge” shall mean the actual knowledge of each of H. Xxxxx XxXxxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx.
Interpretive Provisions; Certain Definitions. 46 SECTION 8.7. Parties in Interest.........................................46 SECTION 8.8. Severability................................................46 SECTION 8.9. Specific Performance........................................46 SECTION 8.10. Brokers.....................................................46 SECTION 8.11. Counterparts................................................47 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of February 13, 1998 (the "Agreement"), is among APPLIED GRAPHICS TECHNOLOGIES, INC., a Delaware corporation ("AGT"), AGT ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of AGT ("Acquisition"), and DEVON GROUP, INC., a Delaware corporation (the "Company").
Interpretive Provisions; Certain Definitions. (a) Whenever used in this Agreement, "to the Company's knowledge" or "to the knowledge of the Company" shall mean the actual knowledge of those persons who are listed in Section 12.02(a)(i) of the Disclosure Schedule and "to Purchaser's knowledge" or "to the knowledge of Purchaser" shall mean the actual knowledge of the persons listed in Section 12.02(a)(ii) of the Disclosure Statement. The inclusion of any information on the Disclosure Schedule shall not be deemed to be an admission or acknowledgment by the Company, in and of itself, that such information is required to be listed on the Disclosure Schedules or is material to or outside the ordinary course of the business of the Company and its Subsidiaries. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person.
Interpretive Provisions; Certain Definitions. Whenever used in this Agreement, "to the Company's knowledge" or "to the knowledge of the Company" shall mean the actual knowledge of those Persons who are listed on Exhibit H and "to Purchaser's knowledge" or "to the knowledge of Purchaser" shall mean the actual knowledge of the Persons listed on Exhibit G. The inclusion of any information on any schedule shall not be deemed to be an admission or acknowledgement by the Company, in and of itself, that such information is required to be listed on such schedule or is material to or outside the ordinary course of the business of the Company and Lorvic. Any disclosure made in any Schedule to this Agreement which should, based on the substance of such disclosure, be applicable to another Schedule to this Agreement shall be deemed to be made with respect to such other Schedule regardless of whether or not a specific reference is made thereto.
Interpretive Provisions; Certain Definitions. 45 8.2. Definitions...................................................................... 45
Interpretive Provisions; Certain Definitions. (a) The use in this Agreement of the term "
Interpretive Provisions; Certain Definitions. (a) Whenever used in this Agreement, “to the Company’s knowledge or Knowledge“ or “to knowledge or Knowledge of the Company” shall mean the actual knowledge after due inquiry of each of Xxxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxxxxxx Xxxxxxx and Xxxxx Xxxxxxx.
Interpretive Provisions; Certain Definitions. 40 8.2. STOCKHOLDER REPRESENTATIVE...................................... 41 8.3. EXPENSES........................................................ 41 8.4.
