Knowledge Convention. Whenever any statement herein or in any Schedule, Exhibit, certificate or other document delivered to any party pursuant to this Agreement is made “to the knowledge” of a party hereto or words of similar intent, such statement shall be deemed to be made to the actual knowledge of the party, but without any representation that the party has made due or any inquiry of any individuals within the organization of any corporate Seller or Covenantor that would be reasonably likely to have information regarding the matter in question.
Knowledge Convention. Whenever any statement herein or in any schedule, exhibit, certificate or other documents delivered to any party pursuant to this Agreement is made "to [its] knowledge" or "to [its] best knowledge" or words of similar intent or effect of any party or its representative, such person shall make such statement only after conducting a diligent investigation of the subject matter thereof, and each statement shall be deemed to include a representation that such investigation has been conducted.
Knowledge Convention. For all purposes of this Agreement, the term "Knowledge" means, with respect to an individual, that such individual is actually aware of a particular fact or other matter, with no obligation to conduct any inquiry or other investigation to determine the accuracy of such fact or other matter. A Person other than an individual shall be deemed to have Knowledge of a particular fact or other matter if the officers, directors or other management personnel of such Person had Knowledge of such fact or other matter.
Knowledge Convention. 49 12.7 Notices..................................................... 50 12.8 Assignment.................................................. 50 12.9 Publicity................................................... 51 12.10
Knowledge Convention. As used herein, the phrase “Spinco’s Knowledge” and similar phrases shall mean all matters actually known to the following individuals: Sxxxxxx X. Xxxxx, J. Xxxxxxx Bxxxxxx, Txxxxx X. Xxxxxx, Kxxxx Xxxxxxxx, Lxxxxxx Xxxxxxx, Dxxxx Xxxxxxx and Dxxx X. Xxxxxxxxxxx. As used herein, the phrase “Company’s Knowledge” and similar phrases shall mean all matters actually known to the following individuals: Hxxxxx Xxxxxxxx, Dxx XxXxxxxx, Dxx Xxxxxxxx and Cxxxx XxXxxxxx. [SIGNATURE PAGE FOLLOWS]
Knowledge Convention. Whenever any statement herein or in any Schedule, Exhibit, certificate or other document delivered to any Party pursuant to this Agreement is made "to [its] knowledge" or words of similar intent or effect of any Party or its representative, the Person making such statement shall be deemed to be making such statements "to [its] best knowledge" and shall be accountable only for facts and other information, which as of the date the representation is given, are actually known to the Person making such statement, which with respect to Seller, means the persons identified on Schedule 10.13 hereto, and with respect to any other Person that is a corporation, means the knowledge of such corporation's executive officers.
Knowledge Convention. 63 10.14 Notices................................................................................................63 10.15 Publicity and Reports..................................................................................64 10.16 Integration............................................................................................64 10.17 Expenses...............................................................................................64 TABLE OF CONTENTS (CONTINUED) PAGE
Knowledge Convention. As used herein, the phrase "knowledge of Sellers" and similar phrases shall mean all matters actually known to the Group Vice President-Business Development Domestic Telecom or the Assistant General Counsel-Strategic Transactions, or actually known or that reasonably should have been known based on facts actually known to the individuals holding each of the following positions immediately prior to the date hereof -- the Director-Alabama Operations, the Sr. Vice President-Engineering & Planning, and the Executive Director-Corporate Books, Domestic Telecom, and all matters which were the subject of written notice actually received by Sellers from any third party. The phrase "knowledge of Buyer" and similar phrases shall mean all matters actually known to the individuals holding each of the following positions immediately prior to the date hereof -- the Executive Vice President and Chief Financial Officer, the Vice President and Assistant General Counsel, and the Vice President - Corporate Development, and all matters which were the subject of written notice actually received by Buyer from any third party.
Knowledge Convention. Whenever any statement herein or in any schedule, exhibit, certificate or other document delivered pursuant to this Agreement is made "to the knowledge of Seller" or words of similar intent or effect, such statement shall be deemed to be made with respect to the actual knowledge of the Executive Vice President - Strategy, Development & Planning of Verizon, the Senior Vice President & Chief Financial Officer - International & Information Services of Verizon, the Vice President and Associate General Counsel - Strategic Transactions of Verizon or the Vice President and Associate General Counsel - Intellectual Property of Verizon after due inquiry made to the Controller of the Company, the Vice President - Associate General Counsel of the Company, the Vice President - Marketing of the Company and the Vice President - Business Development of the Company. The names of each of the foregoing officers of Verizon and the Company are set forth in Section 10.13 of the Seller Disclosure Schedule. Whenever any statement herein or in any schedule, exhibit, certificate or other document delivered pursuant to this Agreement is made "to the knowledge of Buyer" or words of similar intent or effect, such statement shall be deemed to be made with respect to the actual knowledge of senior officers or representatives of the Buyer comparable to those of Seller identified above after comparable due inquiry.
Knowledge Convention. Whenever any statement herein or in any Schedule, Exhibit, certificate or other document delivered to any party pursuant to this Agreement is made "to [its] knowledge" or words of similar intent or effect of any party or its representative, the Person making such statement shall be deemed to be making such statements "to [its] best knowledge" and shall be accountable only for facts and other information, which as of the date the representation is given, are actually known to the Person making such statement, which with respect to Sellers, means the actual knowledge of Xxxxxxx Xxxxxxx or Xxxx XxXxxxxx solely after inquiry of the persons identified on Schedule 11.11 hereto regarding their actual knowledge, without any further inquiry or investigation, and with respect to any other Persons that are corporations, means the actual knowledge of its executive officers. Without limiting the generality of the foregoing, Buyer acknowledges for purposes of the representations in clauses (5) and (6) of Section 3.1(f) that the foregoing personnel of Sellers have not made any inquiry into title to properties owned by Third Party Owners or the status of payments on third party leases and shall not be deemed to have constructive knowledge of any matters of record affecting such properties.
