Materiality/Knowledge Sample Clauses

Materiality/Knowledge. Each of the representations and warranties that contains any “Material Adverse Change,” “in all material respects,” or other materiality (or correlative meaning) qualification shall be deemed to have been given as though there were no such qualification for purposes of determining the amount of Losses under this Article IX, but not for purposes of determining the accuracy of any representation or warranty. Each of the representations and warranties that contains any “Knowledge”, “to the knowledge of” or other knowledge (or correlative meaning) qualification shall be deemed to have been given as though there were no such qualification for purposes of determining whether a breach of such representation or warranty has occurred.
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Materiality/Knowledge. When used with respect to the Company in this Agreement, the term "MATERIAL" means material to the Company and its subsidiaries taken as a whole. Any representation in this Agreement which is expressed as made to the Company's knowledge means the knowledge, after reasonable investigation, of the following individuals: Xxxxxx X. Xxxxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxxxx and Xxx Xxxxxxx. The parties hereto have caused this Agreement to be signed by their respective authorized officers as of the date first written above. Computer Associates International, Inc. By: /s/ Xxxxxxx X. XxXxxx ------------------------------------ Name: Xxxxxxx X. XxXxxx Title: Senior Vice President HardMetal, Inc. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary PLATINUM Technology International, inc. By: /s/ Xxxxxxx X. Xxxxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxxxx> Title: Executive Vice President and Chief Financial Officer ANNEX I Notwithstanding any other provision of the Offer, Parent and Merger Subsidiary shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Subsidiary's obligation to pay for or return tendered Shares after the termination or withdrawal of the Offer)) to pay for any Shares, if by the expiration of the Offer (as it may be extended in accordance with the requirements of Section 1.1), the Minimum Condition shall not have been satisfied or at any time on or after March 29, 1999 and prior to the acceptance for payment of Shares pursuant to the Offer, any of the following conditions exist:
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Materiality/Knowledge. For purposes of this Article IX only, a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to “materiality”, “Material Adverse Effect” (which instead shall be read as any adverse effect or change other than with respect to the representation and warranties contained in Section 3.7(e)(iii), and the second sentence of Section 3.8, which shall continue to be read as any Material Adverse Effect, and other than the third sentence of Section 3.7(b), the defined term “Permit” as used in the second sentence of Section 3.9(e), the first sentence of Section 3.11(a), Section 3.14(a)(ii), Section 3.16(a) and the first sentence of Section 3.19, which shall continue to be read with “materiality” and other similar language), “Knowledge” or similar language and the amount of Losses in respect of any breach of representation or warranty, including any deemed breach pursuant to this clause shall be determined without regard to any such limitation or qualification as to “materiality”, “Material Adverse Effect” (which instead shall be read as any adverse effect or change), “Knowledge” or similar language set forth in such representation or warranty.
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Materiality/Knowledge. For purposes of determining the amount of any Losses under this Article IX (but not for purposes of determining whether a breach of any representation or warranty has occurred) each of the representations and warranties that contains any “Material Adverse Change,” “in all material respects,” or other materiality (or correlative meaning) qualification shall be deemed to have been given as though there were no such qualification; provided that the foregoing shall not apply and the representations and warranties contained in Sections 4.8(a) and the second sentence of Section 4.28 shall be limited by the applicable materiality qualifiers. Each of the representations and warranties that contains any “Knowledge”, “to the knowledge of” or other knowledge (or correlative meaning) qualification shall be deemed to have been given as though there were no such qualification for purposes of determining whether a breach of such representation or warranty has occurred.
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Materiality/Knowledge. 35 Annexes ------- I Conditions to the Offer II Form of Amended and Restated Charter of the Surviving Corporation III Escrow Terms Agreement and Plan of Merger dated as of March 29, 1999 among Computer Associates International, Inc., a Delaware corporation ("Parent"), HardMetal, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), and PLATINUM technology International, inc., a Delaware corporation (the "Company"). ------------------------------------------------------------------------- The parties agree as follows:
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Materiality/Knowledge. The materiality standard used in the standard form is defined by reference to the Business taken as a whole.
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Related to Materiality/Knowledge

  • Materiality The Company and the Stockholders hereby agree that this covenant is a material and substantial part of this transaction.

  • Materiality and Waiver of Breach Each requirement, duty, and obligation set forth in this Agreement was bargained for at arm’s-length and is agreed to by the Parties. Each requirement, duty, and obligation set forth in this Agreement is substantial and important to the formation of this Agreement, and each is, therefore, a material term. County’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of this Agreement. To be effective, any waiver must be in writing signed by an authorized signatory of the Party granting the waiver.

  • Schedules; Knowledge Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

  • Seller’s Knowledge Whenever a representation is qualified by the phrase “to the best of Seller’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of the Designated Seller Representative, without independent investigation or inquiry. Purchaser acknowledges that the Designated Seller Representative is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from the Designated Seller Representative to Purchaser and Purchaser agrees that no Designated Seller Representative shall have any liability under this Agreement or in connection with the transactions contemplated hereby.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others. o A description of the intended use(s) for and users of the project results. o Published documents, including date, title, and periodical name. o Copies of documents, fact sheets, journal articles, press releases, and other documents prepared for public dissemination. These documents must include the Legal Notice required in the terms and conditions. Indicate where and when the documents were disseminated. o A discussion of policy development. State if project has been or will be cited in government policy publications, or used to inform regulatory bodies. o The number of website downloads or public requests for project results. o Additional areas as determined by the CAM. • Conduct technology transfer activities in accordance with the Technology/Knowledge Transfer Plan. These activities will be reported in the Progress Reports. • When directed by the CAM, develop Presentation Materials for an Energy Commission- sponsored conference/workshop(s) on the project. • When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the California Energy Commission. • Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photographs. • Prepare a Technology/Knowledge Transfer Report on technology transfer activities conducted during the project. • Initial Fact Sheet (draft and final) • Final Project Fact Sheet (draft and final) • Presentation Materials (draft and final) • High Quality Digital Photographs • Technology/Knowledge Transfer Plan (draft and final) • Technology/Knowledge Transfer Report (draft and final)

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • Representation or Warranty Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or

  • Definition of “Knowledge For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

  • Knowledge Whenever a representation or warranty or other statement in this Agreement (including, without limitation, Schedule I hereto) is made with respect to a Person's "knowledge," such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of the matter in question.

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