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 will make such statement only after conducting a reasonably diligent investigation of the subject matter thereof, and each statement will 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. 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 12.12(a) hereto, with respect to Buyer, means the persons identified on SCHEDULE 12.12(b) hereto, and with respect to any other Persons that are corporations, means the knowledge of its executive officers.
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. As used herein, the phrase “Spinco’s Knowledge” and similar phrases shall mean all matters actually known to the following individuals: Xxxxxxx X. Xxxxx, X. Xxxxxxx Xxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxx X. Xxxxxxxxxxx. As used herein, the phrase “Company’s Knowledge” and similar phrases shall mean all matters actually known to the following individuals: Xxxxxx Xxxxxxxx, Xxx XxXxxxxx, Xxx Xxxxxxxx and Xxxxx XxXxxxxx.
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. Whenever any statement herein or in any schedule, exhibit, certificate or other document delivered to any Party pursuant to this Agreement is made by any Party or its representative “to its knowledge,” shall mean the actual knowledge of the officers of each Party directly associated with this Agreement and the Transactions without any investigation; provided that, as to BioMarin, knowledge does not include the knowledge of Dr. Xxxxxxxxxxx Xxxxx.
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.
