Knowledge of Matters. No Indemnified Party shall be entitled to seek indemnification under this Agreement to the extent it had Knowledge of the matter giving rise to such claim prior to the Closing. For the purposes of this Article VIII, Knowledge of Buyer shall include any information, documents or materials made available to Buyer in written or electronic form, including in any virtual data rooms or management presentations, in expectation of, or in connection with, this Agreement and the consummation of the Transactions.

Knowledge of Matters. No claim for indemnity for a breach of a particular representation, warranty or covenant shall be made by Purchaser after the Closing if: (a) The Purchaser was instructed to take an action by the Oversight Committee (as defined in the MSA); (b) The Purchaser’s representative on the Oversight Committee voted in favor of such instruction from the Oversight Committee; and (c) The action was directly responsible for such breach. For the sake of clarity, if the closing condition in Section 7.2(f) is met or waived in whole or in part by the Purchaser, the Purchaser shall not make any indemnification claim under Article 6 or otherwise pursue a damage claim against the Company related to any matter disclosed in the Disclosure Schedule.

Knowledge of Matters. The Purchaser has no knowledge that any representation or warranty made by the Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement is false or inaccurate in any material respect.

Knowledge of Matters. 7.9. Use of Seller's Name or Intellectual Property......................................... 8. CONDUCT OF BUSINESS BY SELLER PENDING CLOSING................................................... 8.1. Access................................................................................ 8.2. Carry on in Regular Course............................................................ 8.3.

Knowledge of Matters. The Buyer (whose knowledge for purposes of this representation is limited to that known to Xxxxxxx Xxxxxxxxxx as the President of MCSi's Great Lakes Region) has no knowledge that any representation or warranty made by the Seller contained in this Agreement or in any Ancillary Agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement is false or inaccurate in any material respect.

Knowledge of Matters. (a) The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement or any Transaction Document shall not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired), at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. (b) Notwithstanding Section 6.5(a), the following exceptions shall apply: (i) The Purchaser shall be deemed to have knowledge of, and such information shall be considered disclosed for purposes of clause (b) of Section 3.3, with respect to any third party consent required in connection with the consummation of the transactions contemplated by this Agreement to the extent of the express terms of any Provider and Customer Contracts; (ii) The Purchaser shall be deemed to have knowledge of, and such information shall be considered disclosed for purposes of Section 3.6(g), with respect to any amendment or termination of any Provider and Customer Contracts that occurred on or after January 1, 2015 and for which the Purchaser received written notice of and fully executed copy of any amendment relating thereto; (iii) The Purchaser shall be deemed to have knowledge of, and such information shall be considered disclosed for purposes of Schedule 3.10(a), any written Contracts that are Acquired Contracts that otherwise should have been listed on Schedule 3.10(a) (but were not so listed) where the Purchaser has a record in its ordinary course business records of such Contract being in effect as of the date hereof; (iv) The Purchaser shall be deemed to have knowledge of, and such information shall be considered disclosed for purposes of Section 3.10(b), to the extent applicable, to the extent the Purchaser has received written notice of a breach or violation of a Contract for purposes of Section 3.10(b); and provided, however, and for the avoidance of any doubt, nothing in this Section 6.5(b), shall limit or restrict in any way any rights to indemnification of the Purchaser Indemnified Parties with respect to the matters set forth on Schedule 6.2(a)(v).

Related to Knowledge of Matters

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.
No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.
Knowledge of Trustee Notwithstanding the provision of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt, of any default in payment of principal of, premium, if any, or interest on, rent or other payment obligation in respect of any Senior Debt, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless a Responsible Officer of the Trustee having responsibility for the administration of the trust established by this Indenture shall have received written notice thereof from the Company, any Holder of Securities, any Paying or Conversion Agent of the Company or the holder or representative of any class of Senior Debt, and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such default or facts exist; provided, however, that unless on the third Business Day prior to the date upon which by the terms hereof any such moneys may become payable for any purpose the Trustee shall have received the notice provided for in this Section 13.7, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.
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.
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.
No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.
Seller’s Knowledge Whenever a representation is qualified by the phrase “to the best of Seller’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of the Designated Seller Representative, without independent investigation or inquiry. Purchaser acknowledges that the Designated Seller Representative is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from the Designated Seller Representative to Purchaser and Purchaser agrees that no Designated Seller Representative shall have any liability under this Agreement or in connection with the transactions contemplated hereby.
Pending Matters No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement.
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.
No Material Litigation No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of its or their respective properties or revenues which could reasonably be expected to have a Material Adverse Effect.

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