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.
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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.
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.
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.
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.
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...
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.
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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.

  • Tax-Free Qualification (a) Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede (A) the Mergers, taken together from being treated as an “exchange” described in Section 351(a) of the Code and (B) the Trident Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun shall use its reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Sun shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Surviving Corporation and the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

  • 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.

  • 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 (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its 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 assets 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 (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its 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 assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

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