Knowledge Parties Sample Clauses

Knowledge Parties. Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx are the officers of Borrower who are appropriately positioned to provide knowledge of the representations and warranties set forth herein.

Knowledge Parties. References in this Agreement to the Company Parties’ knowledge or words of similar import shall mean the knowledge of [Names], assuming reasonable investigation and inquiry as to the subject matter in question is made of the Company’s other officers, directors, management employees and outside counsel and accountants.96 96 For information about the importance of identifying these knowledge parties, see supra notes 47 & 48.

Knowledge Parties. The President & Chief Executive Officer and the Chief Financial Officer & Treasurer of each Borrower are the officers of Borrower who are appropriately positioned to provide knowledge of the representations and warranties set forth herein.

Knowledge Parties. (a) If a representation, warranty or other statement is made in this Agreement or in any document or instrument to be delivered at Closing pursuant to this Agreement, on the basis of the “knowledge,” “actual knowledge” or “best of knowledge” (or similar phrases) of Seller then such representation, warranty or other statement is made based on the actual, current, conscious express awareness of facts or other information of Exxxxxxxx X. Xxxxxx (“Seller Knowledge Party”), as distinguished from implied, imputed and/or constructive knowledge, as of the Effective Date, and without undertaking any special inquiry or investigation by such person(s). Seller is not under a duty of inquiry or investigation in order to make any such representation, warranty, or other statement. (b) If a representation, warranty or other statement is made in this Agreement or in any document or instrument to be delivered at Closing pursuant to this Agreement, on the basis of the “knowledge,” “actual knowledge” or “best of knowledge” (or similar phrases) of Buyer then such representation, warranty or other statement is made based on the actual, current, conscious express awareness of facts or other information of Txxxx Xxxxx (“Buyer Designated Person”), as distinguished from implied, imputed and/or constructive knowledge, as of the Effective Date and as of any time thereafter up to and including the Closing, and without undertaking any special inquiry or investigation by such person(s). Buyer represents and warrants to Seller that such individuals are the persons most knowledgeable in connection with the representations and warranties made by Buyer under this Agreement. Bxxxx is not under a duty of inquiry or investigation in order to make any such representation, warranty, or other statement.

Knowledge Parties. References in this Agreement to Seller’s knowledge or words of similar import mean the actual knowledge of Xxxx Xxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxxxxxxx.

Knowledge Parties. References in this Agreement to Seller's knowledge or words of similar import mean the knowledge of Xxxx Xxxxxx, Xxxx Xxxxxx and any other officer or manager of Seller, assuming reasonable investigation and inquiry as to the subject matter in question is made of Seller's other officers, directors, management employees and outside counsel and accountants.

Knowledge Parties. 4.9(b) Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4.5 Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7.1 Maximum Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7.5

Knowledge Parties. References in this Agreement to Sellers' knowledge or words of similar import mean the actual knowledge of Evan J. Segal, Stacy A. Brovitz, Charles R. Hosler, Michael C. Brown, Xxxxxxx X. Xxucx, xxx Xxxxxxx X. Xxxxx, xx xxxx xxse xxxxx xxx xxxxxry.

Knowledge Parties. When Holdings’ representations and warranties state they are based upon the best knowledge of Holdings, Holdings’ knowledge shall mean the personal knowledge of Xxxxxxxx Xxxxxxxxx and/or Xxxxxxxx Xxxxxx (“Knowledge Parties”). The term “knowledge” shall mean, the time given, the actual current 3357235 23293.00002 10 conscious knowledge of the Knowledge Parties, without any inquiry or investigation of any other parties or individuals. The term “knowledge” shall exclude constructive, imputed or implied knowledge of the Knowledge Parties. The Knowledge Parties shall have no personal liability with respect to any obligation to HomeFed with respect to any of the matters set forth in this Agreement.

Knowledge Parties. References in this Agreement to the "knowledge of the Company" or words of similar import shall be deemed to refer to the actual knowledge, after due inquiry, of Michael Xxxxx, Xxx Xxbex xxx Xxxin Buxxx. Xxxxxences in this Agreement to the "knowledge of Buyer" or to the "knowledge of Parent" or words of similar import shall be deemed to refer to the actual knowledge of the Chief Executive Officer, the Chief Financial Officer, and the President of the Memorialization Group.