Common use of Knowledge; Sole Discretion Clause in Contracts

Knowledge; Sole Discretion. The phrase “knowledge of the Company” and similar phrases shall mean the actual knowledge of (a) any individual who is serving as a director, manager, officer, partner, member, executor, trustee or similar position of the Company or any Subsidiary of the Company, (b) any employee of the Company or any Subsidiary of the Company who is charged with responsibility for the area of the operations related to such fact or matter, and (c) such other officers as the Company and the Plan Sponsors shall reasonably agree. Whenever in this Agreement any party is permitted to take an action or make a decision in its “sole discretion,” the parties hereto acknowledge that such party is entitled to make such decision or take such action in such party’s sole and absolute and unfettered discretion and shall be entitled to make such decision or take such action without regard for the interests of any other party and for any reason or no reason whatsoever. Each party hereto acknowledges, and agrees to accept, all risks associated with the granting to the other parties of the ability to act in such unfettered manner.

Knowledge; Sole Discretion. The phrase “knowledge of the Company” and similar phrases shall mean the actual knowledge of (a) any individual who is serving as a director, manager, officer, partner, member, executor, trustee or similar position of the Company or any Subsidiary of the Company, (b) any employee of the Company or any Subsidiary of the Company who is charged with responsibility for the area of the operations related to such fact or matter, and (c) such other officers as the Company and the Plan Sponsors Sponsor shall reasonably agree. Whenever in this Agreement any party is permitted to take an action or make a decision in its “sole discretion,” the parties hereto acknowledge that such party is entitled to make such decision or take such action in such party’s sole and absolute and unfettered discretion and shall be entitled to make such decision or take such action without regard for the interests of any other party and for any reason or no reason whatsoever. Each party hereto acknowledges, and agrees to accept, all risks associated with the granting to the other parties of the ability to act in such unfettered manner.