KNOWLEDGE, ETC. Whenever used in this Agreement, the words "to the knowledge of any Management Stockholder" or "to the knowledge of such Stockholder" (when referring to a Management Stockholder) or similar words shall mean the actual knowledge or awareness of such Management Stockholder, together with the knowledge or awareness such Management Stockholder would
KNOWLEDGE, ETC. Reference in the Warranties to the knowledge, information, belief or awareness of any of the Vendors shall be deemed to include any knowledge, information belief or awareness which that person would have if he had made all, diligent and careful inquiries.
KNOWLEDGE, ETC. Certain of the representations and warranties of the Sellers are made "to the best knowledge", "to the knowledge of" or words of similar import. The Parties hereto agree that the meaning of such expressions shall in all cases be understood as comprising matters which the person, or in the case of an entity, an officer, director, shareholder or employee of such entity, actually knows or, by virtue of his/her position, should have known after due inquiry.
KNOWLEDGE, ETC. Certain of the representations and warranties of the parties hereto are made "to the best knowledge", "to the knowledge of" or words of similar import. The parties hereto agree that the meaning of such expressions shall in all cases be understood as comprising matters which the person, or in the case of an entity, an officer, director, Stockholder or employee of such entity, actually knows or, by virtue of his/her position, should have known after due inquiry.
KNOWLEDGE, ETC. “To the knowledge,” “to the best knowledge,” or any similar phrase shall be deemed to refer , in the case of the Seller, the knowledge of all of their directors and officers, and, in the case of the Purchaser, knowledge of all of their employees, directors and officers. An individual will be deemed to have “knowledge” of a particular fact or matter if: (a) such individual is actually aware of such fact or matter or (b) a prudent individual could be expected to discover or otherwise become aware of such fact or matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or matter.
KNOWLEDGE, ETC. Certain of the representations and warranties of the parties hereto are made "to the best knowledge" or "to the knowledge" or words of similar import. The parties hereto agree that the meaning of such expression shall in all cases be understood as comprising matters which the person, or in the case of an entity, an executive officer of such entity, actually knows or, by virtue of his position should know. All matters disclosed under any Schedule delivered pursuant to this ARTICLE 4 shall be deemed disclosed under each other Schedule and Section of this ARTICLE 4 to the extent responsive to such Schedule or Section and an exception to each applicable representation and warranty made by Seller herein.
KNOWLEDGE, ETC. The Purchaser acknowledges that it has received and reviewed the Company's Annual Report and Form 10-K for the Company's fiscal year ended December 31, 1998, and its Quarterly Reports on Form 10-Q for the three and six month periods ended March 31, 1999 and June 30, 1999, respectively. Purchaser represents that its knowledge and experience in financial and business matters are such that Investor is capable of evaluating the merits and risks of its investment in the Series B Convertible Preferred Stock, and has made its own independent valuation with respect to the value of the Series B Convertible Preferred Stock.
KNOWLEDGE, ETC. A. Such Seller is an “accredited investor,” as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended, with such knowledge and experience in financial and business matters as to be capable of evaluating the risks of ownership and sale of its Shares, and have carefully evaluated the same. Such Seller is able to bear the economic risks of the sale contemplated by this Agreement and is voluntarily assuming all risks associated with the sale of the Shares.
B. SUCH SELLER HAS CONDUCTED ITS OWN INDEPENDENT FINANCIAL AND BUSINESS INVESTIGATION OF THE SHARES. SUCH SELLER REPRESENTS TO AND AGREES WITH BUYER THAT NEITHER BUYER NOR ANY OF ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, TRUSTEES OR ADVISORS, HAVE ANY RESPONSIBILITY TO SUCH SELLER FOR THE COMPLETENESS OF INFORMATION OBTAINED BY SUCH SELLER FROM ANY SOURCE WITH RESPECT TO OR IN ANY WAY RELATING TO THE SHARES.
C. SUCH SELLER ACKNOWLEDGES AND AGREES THAT IT HAS RELIED SOLELY ON ITS OWN KNOWLEDGE AND INVESTIGATION ABOUT BUYER, AND HAS NOT RELIED UPON ANY REPRESENTATIONS OF BUYER IN MAKING ITS DECISION TO SELL ITS SHARES, OTHER THAN THOSE SET FORTH IN SECTIONS 4.1 THROUGH 4.3 OF THIS AGREEMENT.
KNOWLEDGE, ETC. Lender has sufficient knowledge and experience in financial and business matters to be capable of evaluating the risks and merits of investing in the Securities.
KNOWLEDGE, ETC. Except as otherwise provided in this Section 8.1, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.1, as the case may be, except that the agreements set forth in this Section 8.1 shall survive independently and Article I and Sections 5.2 through 5.6, 5.9, 5.15 and 7.3 shall survive the Effective Time.
