Knowledge   7 Sample Clauses

Knowledge   7. 11. Wissen As to the Sellers, the terms “knowledge” or “best knowledge” or words to that effect shall, as to any person, refer to all facts of which such person shall have notice or knowledge, and shall include the Sellers’ assurances that (i) there are in effect procedures that are reasonably designed to inform the Sellers fully as to the matters that are the subject of such representation and warranty and that the Sellers have observed such procedures and (ii) the Sellers have made due and diligent investigation as to the matters that are the subject of such representation and warranty. Im Hinblick auf die Verkäufer beziehen sich die Begriffe „Kenntnis”, „Wissen” oder „nach bestem Wissen” oder eine entsprechende Formulierung hinsichtlich einer jeden Person auf alle Tatsachen, die dieser Person bekannt sind oder von denen sie Kenntnis hat und schließen die Zusicherungen der Verkäufer ein, daß (i) Verfahrensabläufe in Kraft sind, die in angemessener und zumutbarer Weise so gestaltet sind, daß die Verkäufer vollumfänglich über die Angelegenheiten informiert sind, die Gegenstand der betreffenden Zusicherungen und Gewährleistungen sind und daß die Verkäufer im Einklang mit diesen Verfahrensabläufen gehandelt haben und (ii) die Verkäufer eine ordnungsgemäße und sorgfältige Prüfung hinsichtlich der Angelegenheiten durchgeführt haben, die Gegenstand dieser Zusicherungen und Gewährleistungen sind.
Sample 1
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Related to Knowledge   7

  • 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.

  • Knowledge of the Company The term “Knowledge of the Company” shall mean the actual knowledge of the Company and the Sellers, with respect to the matter in question, and such knowledge as any of them reasonably should have obtained upon commercially reasonable inquiry of employees and contractors of the Company into the matter in question.

  • Officer's Knowledge of Default Upon any Executive Officer of the Borrower obtaining knowledge of any Default or Event of Default hereunder or under any other obligation of the Borrower or any Subsidiary to any Lender, or any event, development or occurrence which could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative to promptly notify the Administrative Agent of the nature thereof, the period of existence thereof, and what action the Borrower or any Subsidiary proposes to take with respect thereto.

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of 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.

  • Knowledge of Seller Where any representation or warranty contained in this Agreement is expressly qualified by reference to knowledge, Seller confirms that it has made or caused to be made due and diligent inquiry as to the matters that are the subject of such representations and warranties.

  • 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.

  • Buyer’s Knowledge Buyer has no knowledge of any fact which results in any representation or warranty of Seller in Article 6 being breached. If after the date of this Agreement, Buyer obtains knowledge of any fact which results in any representation or warranty of Seller being breached, Buyer will promptly furnish Seller written notice thereof.

  • Duty to Make Inquiry To the extent that any of the representations or warranties in this Article II are qualified by “knowledge” or “belief,” the Company represents and warrants that it has made due and reasonable inquiry and investigation concerning the matters to which such representations and warranties relate, including, but not limited to, diligent inquiry of its directors, officers and key personnel.

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