Knowledge Group Sample Clauses

Knowledge Group. B(z) of the Company Disclosure Schedule contains the list of Stockholders required in the definition of "Knowledge of the Company" as contained in this Agreement.
Sample 1
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Knowledge Group. Whenever any representation or warranty in this Agreement is qualified by the knowledge of the Company and/or Sellers, such representation or warranty shall be deemed to be limited to the actual knowledge as of the date hereof and the Closing Date of Xxxxx Xxxxxxxxxxx and Xxx Xxxxxxxxxxx after having conducted a reasonable inquiry.
Sample 1
Knowledge Group. For purposes of this Agreement, the knowledge of the Company (and words of similar import), shall be the actual knowledge of Rxxxxx X. Steel, Kxxxxxx X. Steel, Jr., Bxxxxxx X. Xxxxxx or Mxxxxxx X. Xxxxxx, without giving effect to imputed knowledge or any duty to investigate. ARTICLE II
Sample 1
Knowledge Group. Xxx Xxxxx Xxx Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxx Sagent Management Exhibit A This ESCROW AGREEMENT (this “Agreement”) is made as of [●], 2021, by and among I.B.I Trust Management (the “Escrow Agent”), Nano Dimension Ltd., an Israeli company (“Parent”), Nano-Dimension Technologies Ltd., an Israeli company and a wholly owned subsidiary of Parent (the “Purchaser”) and Shareholder Representative Services LLC (the “Holder Representative”) solely in its capacity as representative of the Indemnifying Parties (individually, an “Indemnifying Party,” and collectively, the “Indemnifying Parties”). Capitalized terms used but not otherwise defined in this Agreement will have the meanings given to them in the Purchase Agreement (as defined below). If the terms of this Agreement conflict in any way with the terms of the Purchase Agreement, then the terms of the Purchase Agreement shall control.
Sample 1
Knowledge Group. Whenever any warranty in this Agreement is qualified by the knowledge of the Company, such warranty shall be deemed to be limited to the actual knowledge, after reasonable inquiry of such Person’s direct reports, of the individuals listed on Section 1.4 of the Company Disclosure Schedules. Whenever any warranty in this Agreement is qualified by the knowledge of Parent, such warranty shall be deemed to be limited to the actual knowledge, after reasonable inquiry of such Person’s direct reports at Parent, of the individuals set forth on Schedule 1.4, being the executive officers of Parent.
Sample 1
Knowledge Group. Xxx Xxxxxx;
Sample 1
Knowledge Group. The actual knowledge of only the individuals set forth below shall be considered in connection with the definition of Knowledge pursuant to the related Agreement: Sxxxx Xxxxx Txx Xxxxxx Pxxx Xxxxxx EVA LLC (the "Transferor"), for value received, does hereby transfer to __________ (the "Transferee"), the 250 Ordinary Shares of US$1.00 par value each standing in the Transferor’s name in the undertaking called CapLease CDO 2005-1, Ltd. (an exempted company incorporated in the Cayman Islands), to hold the same unto the Transferee. Signed by the Transferor _____________________ Dated this ____ day of _________ 2011 FOR VALUE RECEIVED, EVA LLC hereby sells, assigns and transfers unto ________________________________, ____ shares of common stock of CapLease CDO 2005-1 Corp., (the “Corporation”), represented by Certificate No.__ herewith, and does hereby irrevocably constitute and appoint ________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: CAPLEASE CDO 2005-1 CORP. By: Name: Title: CapLease Investment Management, LLC, a Delaware limited liability company (“CapLease, LLC”), in its capacity as Collateral Manager under the Collateral Management Agreement hereby agrees, in furtherance of the assignment and assumption pursuant to that certain Collateral Manager Assignment and Assumption Agreement (the “Assignment Agreement”), dated as of _____, 2011, by and among CapLease, LLC and _____ and hereby appoints _____ and its officers, and any successor of it or them with full power of substitution, as CapLease LLC’s true and lawful representative and attorney-in-fact, and agent of CapLease, LLC, in its capacity as Collateral Manager, including without limitation the right to execute (under hand, under seal or as a deed) and deliver on behalf of CapLease, LLC any agreements, instruments, orders, notices, directions or other documents or agreements in connection with or pursuant to the Assignment Agreement, the Collateral Management Agreement, the Servicing Agreement or the Indenture, as applicable. Capitalized terms used and not defined herein shall have the respective meanings given them in the Assignment Agreement or incorporated by reference therein. It is further understood that _____ may deliver to third parties a copy of this document as evidence of the authority of _____ to act as agent and attorney-in-fact for and on behalf of CapLease, LLC to the extent such power is granted her...
Sample 1
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Knowledge Group. Whenever any representation or warranty in this Agreement is qualified by the “Company’s Knowledge,” such representation or warranty shall be deemed to be made to the actual knowledge as of the date of this Agreement and as of the Closing Date of the individuals identified on Schedule 1.4, in each case, after reasonable inquiry and investigation (such knowledge, the “Company’s Knowledge”).
Sample 1

Related to Knowledge Group

  • 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 For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the Company Knowledge Parties, none of whom shall have any personal liability or obligations regarding such knowledge.

  • 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.

  • 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.

  • Purchaser’s Knowledge The Purchaser has sufficient knowledge, understanding, and experience, either independently or together with his, her or its purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Offering Materials, and such knowledge, understanding, and experience enables the Purchaser to evaluate the merits and risks of purchasing the Tokens.

  • 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.

  • Knowledge Transfer 7.1 Three (3) months prior to the Expiry Date of the Agreement (or where the Agreement is terminated within the timescale notified by the Department) the Provider will upon request: 7.1.1 provide for transfer to the Department and/or the Successor Provider of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 7.1.2 provide the Department and/or Successor Provider with reasonable access to such members of the Provider's or its Sub- Contractors' personnel as have been involved in the development, provision or management of the Services and who are still employed or engaged by the Provider or its Sub- Contractors. 7.2 To facilitate the transfer of knowledge from the Provider to the Department and/or its Successor Provider, the Provider will provide, upon request, a detailed written explanation of the procedures and operations used to provide the Services, the change management process and other standards and procedures to the operations personnel of the Department and/or the Successor Provider. 7.3 The information which the Provider will provide, at its own cost, to the Department and/or its Successor Provider pursuant to Paragraph 7.1 above will include: 7.3.1 copies of up-to-date procedures and manuals; 7.3.2 agreements with third party suppliers of goods and services which are to be transferred to the Department/Successor Provider; 7.3.3 key support contact details for third party supplier personnel under Agreements which are to be assigned or novated to the Department/Successor Provider pursuant to this Schedule 8 (Exit Arrangements); 7.3.4 any relevant interface information.

  • 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.

  • Knowledge of Offering You acknowledge that it is your responsibility to examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others. o A description of the intended use(s) for and users of the project results. o Published documents, including date, title, and periodical name. o Copies of documents, fact sheets, journal articles, press releases, and other documents prepared for public dissemination. These documents must include the Legal Notice required in the terms and conditions. Indicate where and when the documents were disseminated. o A discussion of policy development. State if project has been or will be cited in government policy publications, or used to inform regulatory bodies. o The number of website downloads or public requests for project results. o Additional areas as determined by the CAM. • Conduct technology transfer activities in accordance with the Technology/Knowledge Transfer Plan. These activities will be reported in the Progress Reports. • When directed by the CAM, develop Presentation Materials for an Energy Commission- sponsored conference/workshop(s) on the project. • When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the California Energy Commission. • Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photographs. • Prepare a Technology/Knowledge Transfer Report on technology transfer activities conducted during the project. • Initial Fact Sheet (draft and final) • Final Project Fact Sheet (draft and final) • Presentation Materials (draft and final) • High Quality Digital Photographs • Technology/Knowledge Transfer Plan (draft and final) • Technology/Knowledge Transfer Report (draft and final)

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