Knowledge Limitation. Wherever any representation, warranty, or other statement made in this Agreement is qualified as to the knowledge of Seller or the Company, such qualification shall mean the actual knowledge of Xxxxx Xxxxxxxxxx or Xxxxx Xxxxxxxxxx. Wherever any representation, warranty, or other statement made in this Agreement is qualified as to the knowledge of Buyer, such qualification shall mean the actual knowledge of Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxx, Xxxxxx Xxxxxx and Xxx Xxxxxx.
Knowledge Limitation. All representations and warranties of the Company that directly or indirectly relate to MCI contained in Article III of this Agreement are based on the actual knowledge of the Company. For this purpose, "actual knowledge of the Company" shall be deemed to mean the actual knowledge of the Company's Chief Executive Officer and its Executive Vice President and Chief Financial Officer after the conduct of such inquiry, including without limitation a review of this Agreement and related schedules and the Stock Purchase Agreement and related schedules, as they deem necessary or appropriate in order to ensure the accuracy of such representations and warranties in all material respects.
Knowledge Limitation. With respect to any representations and warranties contained in Sections 12.1, 12.2, 12.3 and 12.4 which are made to the Seller’s Knowledge, if it is discovered that any representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of a Timeshare Loan or the interests of the Buyer or any subsequent assignee thereof, then notwithstanding such lack of Knowledge of the accuracy of such representation and warranty at the time such representation or warranty was made (without regard to any Knowledge qualifiers), such inaccuracy shall be deemed a breach of such representation or warranty solely for purposes of the repurchase or substitution obligations described in Sections 6.1 (a) or (b) hereof.
Knowledge Limitation. If I/O had Knowledge, prior to Closing, of facts that would give rise to a Breach by Stockholder, DigiCourse or Limited of a representation, warranty or covenant upon Closing, then Stockholder shall have no duty to indemnify that specific claim of Adverse Consequences, except to the extent that Stockholder, DigiCourse or Limited also had Knowledge, a duty to disclose under this Agreement and failed to disclose these facts. If Stockholder or DigiCourse had Knowledge, prior to closing, of facts that would give rise to a Breach by I/O or I/O Marine of a representation, warranty or covenant upon Closing, then I/O and I/O Marine shall have no duty to indemnify that specific claim of Adverse Consequences except to the extent that I/O also had Knowledge, a duty to disclose under this Agreement, and failed to disclose these facts. If a party has Knowledge of any Breach of another party's representations and warranties given in this Agreement prior to Closing, the party with Knowledge shall, prior to Closing, give notice to the potentially breaching party of those facts.
Knowledge Limitation. The foregoing notwithstanding, no Person referenced in Section 10.2(a) shall be entitled to indemnification under Section 10.2(a) with respect to Losses arising out of any matter of which Buyers have actual knowledge. For the purpose of this limitation "actual knowledge" shall mean the actual knowledge of Xxxxxxx X. Xxxxxxxxxxx, Xxxxxxx X.
Knowledge Limitation. 27 Exhibit A Name and Address of the Purchaser Exhibit B Form of Note Exhibit C Form of Pledge and Security Agreement Exhibit D Form of Intercreditor and Collateral Subordination Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Matters to be covered by Opinion of Counsel to the Company
Knowledge Limitation. For purposes of Seller's indemnification obligations under Sections 9.1, all of Seller's representations and warranties in Article 3, which are limited as being "to the best of Seller's Knowledge," shall be construed as not being subject to such limitation. By way of example, if to the best of Seller's Knowledge, as of the date hereof and the Closing Date, Seller has "all necessary power to own all of its properties and assets..." as represented in Section 3.1, but in fact Seller does not have all necessary power, then Seller shall indemnify Buyer pursuant to Section 9.1.1.1 hereof, and Buyer may assert an Indemnity Claim for Losses arising in connection therewith, without regard to whether the lack of all necessary power was within Seller's Knowledge at any relevant time.
Knowledge Limitation. Wherever any representation, warranty, or other statement made in this Agreement is qualified as to the knowledge of Seller, such qualification shall mean (i) the actual knowledge of Seller, and each of the directors and officers of Seller, if a reasonable investigation of the qualified matter was undertaken, or (ii) the knowledge that Seller, and the directors and officers of Seller, should have had if a reasonable investigation of the qualified matter had been undertaken.
Knowledge Limitation. In view of the fact that prior to November 7, 2003 Buyer operated the Business as owner and subsequent thereto the Duncans were employed by the Seller to continue to operate the Business which was not integrated into the Retained Business, Buyer has knowledge of its operation of the Business from such association. Accordingly, notwithstanding any of the representations and warranties made by Seller in this Article 4 or elsewhere in this Agreement, Seller will not be liable for any representation or warranty made in this Article which is rendered untrue, or is untrue on the date hereof as a result of any action of Buyer or fact or circumstance known to Buyer on or prior to the Closing Date.
Knowledge Limitation. Notwithstanding any of the representations and warranties made by Buyer in this Article 4 or elsewhere in this Agreement, Buyer will not be liable for any representation or warranty made in this Article which is rendered untrue, or is untrue on the date hereof as a result of any action of Seller or fact or circumstance known to Seller on or prior to the Closing Date.
