Knowledge and Awareness. If any provision in this Part 3 is qualified by the expression “to the best of the knowledge of the Sellers” or “so far as the Sellers are aware” or any similar phrases, the knowledge and awareness of the Sellers shall be deemed to include such knowledge as would be gained through due and careful enquiries into the subject matter of that provision, and for these purposes, the knowledge, information or awareness of either one of the Sellers shall be attributable to the other Seller.
Knowledge and Awareness. Where in the Agreement a representation and warranty is made on the basis of Vendor's knowledge, such knowledge or awareness consists of the actual knowledge or awareness of Vendor's current officers and employees whether acting for the Vendor in its personal capacity or in its capacity as agent and attorney for the transfer and conveyance of the Assets, after having made reasonable inquiries and review of Vendor's files or records, and does not include knowledge or awareness of any other Person.
Knowledge and Awareness. As used in this Agreement, "knowledge" or "awareness" of any entity means the actual knowledge or awareness of such entity's directors, managers, officers, shareholders or members who are active in the business of the entity and other persons exercising supervisory authority.
Knowledge and Awareness. Where in this Agreement, a representation and warranty is made on the basis of the knowledge, belief or awareness of a Party, such knowledge, belief or awareness consists only of the actual knowledge, belief or awareness, as the case may be, of the officers and employees of such Party and does not include the knowledge, belief or awareness of any other Person.
Knowledge and Awareness. 8.2.1 Subject to Section 8.2.2, the Purchaser shall not be entitled to make any claim for misrepresentation or breach of warranties (including Carve-Out Representations) nor shall the Seller be under any obligation to pay damages for misrepresentation or breach of warranties:
(i) if and to the extent the Purchaser (including its Affiliates, directors, employees, advisers or other representatives) prior to the date hereof was actually aware of the misrepresentation or breach of representation or warranty;
(ii) if and to the extent the misrepresentation or breach of representation or warranty is or should be evident for the Purchaser (including its Affiliates, directors, employees, advisers or other representatives) after reasonable and diligent analyses of the Due Diligence Information (provided, however, that when a representation and warranty in this Section 7 refers to the Data Room Material, the term Due Diligence Information shall be limited to the Data Room Material);
(iii) if and to the extent the aggregate amount of all claims arising out of misrepresentations or breaches of warranties disclosed in the Closing Disclosure Letter and the Closing Disclosure Letter (as defined in the Liko Swedish Transaction Agreement) delivered pursuant to the Liko Swedish Transaction Agreement do not exceed [***] in the aggregate, provided, however, that such limitation shall not apply in respect of any misrepresentation or breach of representation or warranty that was caused by, or that could reasonably have been prevented by, any act or omission of the Company, any Subsidiary, the Seller or any of the Owners, or
(iv) to the extent a misrepresentation or breach of representation or warranty disclosed in the Closing Disclosure Letter has resulted from or arisen out of (i) the announcement of the transactions contemplated hereby or the consummation of the transactions contemplated hereby being pending, (ii) changes in economic, regulatory or political conditions generally, (iii) changes in applicable Legal Requirements (other than Permits and Orders), (iv) any action or omission by the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Purchaser or any of its Affiliates or (v) any consequences of the matter set forth in Schedule 4.2(iii).
8.2.2 Notwithstanding Section 8.2.1, none of the representations or warranties with r...
Knowledge and Awareness. 11 1.4. Accounting Standards..........................................11
Knowledge and Awareness. For the purposes of this agreement, where a Warranty is given on the basis of the Sellers' knowledge and awareness this means that in order to establish that the Warranty is true and not misleading the Sellers have made reasonable inquiries.
Knowledge and Awareness. As used in this Agreement, "knowledge" or "awareness" of any entity means the actual knowledge or awareness of such entity's senior executive officers and the knowledge such senior executive officers would have after reasonable inquiry.
Knowledge and Awareness. Any provision in this Part 3 which is qualified by the expression “to the knowledge of the Company”, “that the Company believes”, or “so far as the Company is aware” or any similar phrases with respect to the Company shall be deemed to include such knowledge as would be gained through due and careful enquiries into the subject matter of that provision, and for these purposes, the knowledge, information or awareness of any one of the Company Directors and Officers shall be attributable to all Shareholders. PART 4
Knowledge and Awareness. Any provision in this Part 4 which is qualified by the expression “to the knowledge of Delic” or “so far as Delic is aware” or any similar phrases with respect to Delic shall be deemed to include such knowledge as would be gained through due and careful enquiries into the subject matter of that provision, of Xxxx Xxxxx.
