Knowledge Qualifier Sample Clauses

Knowledge Qualifier. The representations can be limited to the knowledge of the seller instead of to the absolute veracity of facts. To be sure, such limitation may place a burden of proof on the buyer to prove the seller’s state of knowledge; however, the mere listing of representations should prompt disclosures on the part of the seller before the contract is executed.
Sample 1Sample 2
AutoNDA by SimpleDocs
Knowledge Qualifier. ‌ The Seller warrants and undertakes to the Buyer that where the Seller’s Warranties are qualified as being “to the best knowledge of the Seller” or any similar expression, the Seller’s Warranties are deemed to have been made or given to the best of the knowledge, information and belief of the Seller after the Seller has made all due and diligent enquiries.
Sample 1
Knowledge Qualifier. Notwithstanding the above, with respect to any of the common areas used by the Partnership, its employees, consultants or customers, in connection with the Partnership’s use of any Leased premises, the representations made in this Section 3.23 shall be limited to the actual knowledge of the Partnership and the Partners.
Sample 1
Knowledge Qualifier. For purposes of this Agreement, the terms "to Deltagen's best knowledge" and "known to Deltagen" (or phrases to similar effect) shall mean, in each case, the knowledge of employees of Deltagen having made such investigation with respect to such subject matter as any reasonably diligent company would perform in the normal course of its own business operations.
Sample 1
Knowledge Qualifier. Any representation or warranty made by Seller in this Agreement that is qualified by the phrase, “to Seller’s knowledge” or other similar language shall mean to the actual knowledge of any of the following described officers of Seller: (i) Xxxxx X. Xxx, President and CEO; (ii) G. Xxx Xxxxxx, Senior Vice President and CFO; (iii) Xxxxx X. Xxxxxx, Senior Vice President, Operations; or (iv) Drake X. Xxxxxx, Senior Vice President, Land and Legal.
Sample 1
Knowledge Qualifier. The phrases "to the Company's knowledge" and "to the knowledge of the Company or any Subsidiary," as used in this Agreement, means knowledge based on an investigation that is reasonable in light of the Company's obligations under the Securities Act and sufficient to provide a reasonable basis for making the statements so qualified. If the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, VIASYS HEALTHCARE INC. By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Chief Executive Officer and Chairman of the Board of Directors Accepted as of the date first above written BEAR, XXXXXXX & CO. INC. By: Name: Xxxxxxx Parish Title: Senior Managing Director X.X. XXXXXX SECURITIES INC. By: Name: Xxxxx Xxx Title: Vice President On behalf of themselves and the other Underwriters named in Schedule I hereto. SCHEDULE I Bear, Xxxxxxx & Co. Inc. 1,035,000 155,250 X.X. Xxxxxx Securities Inc. 1,035,000 155,250 CIBC World Markets Corp. 330,000 49,500 Xxxxxxx & Company, Inc. 330,000 49,500 CJS Securities, Inc. 135,000 20,250 Xx Xxxxx Securities, Incorporated 135,000 20,250 Total 3,000,000 450,000 Bird Products Corporation California 100 % Bird Life Design Corporation California 100 % Corpak LLC Delaware 100 % E.M.E. (Electro Medical Equipment) Limited England 100 % EME Medical Limited England 100 % Synchromed Limited England 100 % Synchrony Limited England 100 % EME Medical Inc. Delaware 100 % EME Medical LLC Nevada 100 % Xxxxxx-Xxxxxxx, Inc. Massachusetts 100 % Nicolet Biomedical Japan Inc. Japan 100 % Nicolet Biomedical Ltd. England 100 % Nicolet Vascular Inc. Delaware 100 % Scimed Limited England 100 % SensorMedics Corporation California 100 % Xxxxx Xxxxxx Holding Deutschland GmbH Germany 100 % VIASYS Healthcare GmbH Germany 100 % HMS Health Management Systems GmbH Germany 100 % Xxxxx Xxxxxx Inc. Delaware 100 % Sensormedics B.V. Netherlands 100 % Xxxxx Xxxxxx Xxxxxxx X.X. Xxxxxxxxxxx 000 % Xxxxx Xxxxxx Ges.x.X. Austria 100 % Xxxxx Xxxxxx U.K. Ltd. England 100 % Nicolet EME GmbH Germany 100 % SensorMedics GmbH Germany 100 % Tecomet Inc. Massachusetts 100 % Thermedics Polymer Products LLC Delaware 100 % VIASYS Healthcare S.A.R.L. France 100 % ANNEX I Form of Opinion of U.S. Counsel to the Company 1. The Company has been duly incorporated, and each of the Company and the Subsidiaries listed on Exhibit A (collectively, the "M...
Sample 1
Knowledge Qualifier. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge, information and belief , it shall mean after such due and diligent inquiry as reasonably necessary and appropriate as to the matters that are the subject of such representations and warranties.
Sample 1
AutoNDA by SimpleDocs

Related to Knowledge Qualifier

  • Due Qualification Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

  • Image Quality You are responsible for the image quality of any Image that you transmit. If an Image that we receive from you or for deposit to your Account is not of sufficient quality to satisfy our image quality standards as we may establish them from time to time, we may reject the Image without prior notice to you. Each Image must include the front and back of the Item and the following information must be clearly readable: amount, payee name, drawer signature, date, check number, account number, routing and transit number, MICR (Magnetic Ink Character Recognition) line, and any endorsement or other information written on the check.

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

  • Service Quality The Transfer Agent shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its call center, correspondence services and transaction processing.

  • Incorporation, Good Standing, and Due Qualification Each of the Borrower and its Subsidiaries is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.

  • Due Incorporation, Qualification, etc The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is qualified to do business and is in good standing as a foreign corporation in the State of California.

  • Existence, Qualification and Power Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • IRO Qualifications The IRO shall: 1. assign individuals to conduct the Arrangements Review who are knowledgeable in the requirements of the Anti-Kickback Statute and the Xxxxx Law and the regulations and other guidance documents related to these statutes; and 2. have sufficient staff and resources to conduct the reviews required by the CIA on a timely basis.

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Organization, Qualification, Etc Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!