Knowledge of the Parties. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the best knowledge or to the knowledge of any of the parties hereto, each of the parties hereto acknowledges and confirms that it has made due and diligent inquiry as to the matters that are the subject of such representations and warranties.
Knowledge of the Parties. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge, information and belief of the parties, the parties confirm that they have made due and diligent inquiry as to the matters that are the subject of such representations and warranties.
Knowledge of the Parties. Wherever in this Agreement any representation or warranty is made upon the knowledge of a party hereto that is not an individual, such knowledge shall include the knowledge, after due inquiry, of any executive officer of such party or an executive officer of any subsidiary thereof.
Knowledge of the Parties. For the purposes of this Agreement, the terms "Know", "Known", "
Knowledge of the Parties. (a) The PM Parties will not have any right to (a) terminate this Agreement under Section 10.01(c); (b) assert or claim that any condition to their obligations to consummate the Transactions has not been fulfilled; or (c) claim any damage or seek any other remedy at Law or in equity (i) for any breach of or inaccuracy in any representation or warranty made by AINC, New Holdco or Merger Sub or (ii) any breach of any covenant or agreement by AINC, New Holdco or Merger Sub, in each case, to the extent (x) the PM Parties had Knowledge of any facts or circumstances that constitute or give rise to such breach of or inaccuracy in such representation or warranty or would proximately or directly cause any such condition not to be fulfilled as of the date of this Agreement or (y) the breach of such covenant or agreement by AINC or the failure to be fulfilled of any such condition was (1) substantially caused by any action or omission on the part of the PM Parties or (2) intentionally permitted to occur, although such breach or failure to be fulfilled could have been prevented, by the PM Parties.
(b) AINC will not have any right to (a) terminate this Agreement under Section 10.01(a); (b) assert or claim that any condition to its obligations to consummate the Transactions has not been fulfilled; or (c) claim any damage or seek any other remedy at Law or in equity (i) for any breach of or inaccuracy in any representation or warranty made by the PM Companies or the PM Parties or (ii) any breach of any covenant or agreement by the PM Companies or the PM Parties, in each case, to the extent (x) AINC had Knowledge of any facts or circumstances that constitute or give rise to such breach of or inaccuracy in such representation or warranty or would proximately or directly cause any such condition not to be fulfilled as of the date of this Agreement or (y) the breach of such covenant or agreement by the PM Companies or the PM Parties or the failure to be fulfilled of any such condition was (1) substantially caused by any action or omission on the part of AINC (without any substantial participation by Xxxxx X. Xxxxxxx) or (2) intentionally permitted to occur, although such breach or failure to be fulfilled could have been prevented, by AINC, unless Xxxxx X. Xxxxxxx substantially participated in permitted such breach or failure to be fulfilled to occur.
Knowledge of the Parties. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of any of the parties hereto, each of the parties hereto acknowledges and confirms that it has made reasonable inquiry as to the matters that are the subject of such representations and warranties. Where reference is made to Community Bankshares' knowledge or any similar phrase, such reference shall be deemed to include the respective executive officers and directors of Community Bankshares and each of its Subsidiaries, all of whom shall be deemed to have conducted the inquiry required in this Section 12.8.
Knowledge of the Parties. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the best knowledge or to the knowledge of any of the parties hereto, each of the parties hereto acknowledges and confirms that, as to the matters that are the subject of such representations and warranties, such party has made all appropriate inquiries of officers and appropriate additional executives of such party (and inquiries of such other individuals as, based on the results of the inquiries and knowledge of such party’s officers and other appropriate executives, a reasonable person would deem prudent) and, when the results of such inquiries indicated it to be prudent, has reviewed all appropriate books and records of such party, but the terms “knowledge” and “best knowledge” shall not mean, require or imply that the representing party has made any further investigation or inquiry.
Knowledge of the Parties. Knowledge of a party means actual knowledge after reasonable inquiry but without necessity of investigation with respect thereto.
Knowledge of the Parties. Inasmuch as all of the injuries, damages and losses (collectively, the "Damages"), if any, may not be fully known and hence may be more numerous or more serious than is now understood or expected, the parties hereto agree that this Agreement applies to all Damages resulting from matters that could have been raised by the parties hereto, even though now unanticipated, unexpected or unknown, as well as all Damages that have already developed and that are now known and anticipated. The parties make this compromise with full knowledge of the facts and possibilities of any other litigation, commenced or that could be commenced, are represented by counsel, and execute and deliver this Agreement being fully informed as to its terms, content and effect.
Knowledge of the Parties. Each party hereto is entering into this Agreement based upon his and its knowledge of PrimeRX, Network, e-Med and PrimeMed, that all parties stipulate that such knowledge was independently sufficient justification for them to enter into the transactions contemplated hereby, including the business, financial condition and prospects of such entities, and that none of the agreements set out herein were founded upon any representation or warranty by a party, other than as set forth herein. It is understood that this Agreement is entered into in settlement and compromise of disputed claims between the parties, and this Agreement does not constitute and shall not be construed as an admission by any of the parties of any liability or of any fact or matter whatsoever. The parties agree
