No Actual Knowledge Clause Samples
The "No Actual Knowledge" clause defines the standard by which a party's awareness of certain facts or circumstances is measured, limiting it to what the party actually knows rather than what they should have known or could have discovered through investigation. In practice, this means that a party is only responsible for information that has come to their direct attention, and is not held liable for facts that are merely available or discoverable through due diligence. This clause serves to allocate risk by protecting parties from liability for unknown issues, ensuring that obligations or representations are based solely on their actual, rather than constructive, knowledge.
No Actual Knowledge. Notwithstanding the foregoing, each party represents and warrants to the other that it does not have any actual knowledge that the utilization of its Technology would constitute infringement of presently existing valid patents of others.
No Actual Knowledge. As of the execution of this Agreement, no Company Director has any actual knowledge of a breach of any representation or warranty made by PRG or Seller in this Agreement, and Purchaser is not currently preparing to make a claim against PRG or Seller with respect to any such breach.
No Actual Knowledge. No executive officer of the Buyer has actual knowledge of facts, omission of facts, or occurrences as of the Closing Date which would constitute the basis for maintaining a successful a claim of indemnity of the Buyer against the Sellers under Article 8 of this Agreement.
No Actual Knowledge. The representations and warranties in this Article III are subject to the following: As of the date of execution of this Agreement, based upon his actual knowledge as an officer of the Company, Johnson is not aware (a) of any representation or warranty of t▇▇ ▇▇▇▇any set forth in this Article III which is not true and correct or (b) of any facts or circumstances which could reasonably be expected to result in any such representation or warranty being untrue or incorrect, in each case, where such failure of any representations or warranties to be true and correct, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect.