No Knowledge of Claims Sample Clauses

No Knowledge of Claims. The Shareholder acknowledges that as of the date hereof, the Shareholder has no knowledge of any facts or circumstances that would form the basis of any claim (including claims by any third party against the Shareholder for which the Shareholder would be entitled to indemnification from the Company) by the Shareholder against the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Shareholder is not waiving the Shareholder’s right to bring any such claims, including any rights and claims that Shareholder has had, now has or might now have against the Company or any of its Subsidiaries including (a) rights and claims arising from or in connection with the Merger Agreement, (b) rights and claims for indemnification to the extent Shareholder is entitled to be indemnified by the Company or any of its Subsidiaries under their respective organizational documents, (c) rights or claims under the Employment Agreement dated December 13, 2004, as amended, the Revised Deferred Compensation Agreement dated December 14, 2004, as amended, (d) any and all other rights and claims for payment of accrued and unpaid wages and compensation earned by the Shareholder and/or coverage to which the Shareholder may be entitled under the Plans, and (e) any rights and claims arising from any agreement between the Shareholder and the Company or any of its Subsidiaries which may be entered into with the Parent or the Surviving Corporation at or following the Closing.
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No Knowledge of Claims. To the Borrower’s and Guarantor’s knowledge, the Borrowers and the Guarantor have no current claims, counterclaims, defenses or set-offs of any kind or nature against the Lenders or the Administrative Agent arising out of, pursuant to, or pertaining in any way to the Credit Agreement, any other Loan Document and any and all documents and instruments in connection with or relating to the foregoing, or this Amendment.
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No Knowledge of Claims. To each Party’s knowledge, except for payments and reimbursements due in connection with providing the management services in the ordinary course under and in accordance with the Subject Agreements, neither such Party nor any of its Affiliates have any outstanding Claims under any of the Subject Agreements as of the date hereof.
Sample 1Sample 2
No Knowledge of Claims. To Xxxxxx’x Knowledge, there is no agreement, indebtedness, obligation or claim of any nature or kind whatsoever that it or any of its members, officers, directors, affiliates or agents has, or of which there is a Basis to have, against Argosy, AEC, GTEI or their respective successors, assigns, officers, directors, agents, employees, affiliates and subsidiaries, past and present, except such rights or claims as are contemplated by this Agreement or any other Operative Agreement, or any indemnity rights under Argosy’s Third Amended and Restated Agreement of Limited Partnership, as amended and as in effect on the date hereof, which will survive the Closing.
Sample 1
No Knowledge of Claims. Employee acknowledges and represents that he is not aware of any employment practice, incident, circumstance, dispute, or problem which he considers to be the basis of a claim or complaint to be asserted against the Colony Bank Group as of the date of execution of this Agreement.
Sample 1
No Knowledge of Claims. To the Knowledge of the NewCo Parties, as of the date hereof and as of the Closing, there is no fact or circumstance and no act or omission of LBHI or any Subsidiary of LBHI (except for LBIE and LBI), that may give rise to a cause of action in litigation by any Fund or a general partner, limited partner or investment advisor of, or any investor, member or trustee in, any Fund against LBHI or any of its Subsidiaries (except for LBIE and LBI). :-lY2:\1997443\Ol\16T8JOl'DOC\58399.0003 16 Section 6.1
Sample 1
No Knowledge of Claims. Except for the matters described in Schedule 8.1(a)(viii), SurModics does not have Knowledge of any facts or circumstances that are recognized by it to be a breach of a representation or warranty under ARTICLE 3 or ARTICLE 4 of this Agreement for which SurModics currently intends to bring a claim for indemnification under ARTICLE 8 of this Agreement after the Closing.
Sample 1
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No Knowledge of Claims. The Company represents and warrants that none of the directors or executive officers of the Company has any actual knowledge that the Company has any claims nor any actual knowledge of any facts or circumstances that would reasonably be expected to result in any claim against Executive in respect of her employment with the Company.
Sample 1

Related to No Knowledge of Claims

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • 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.

  • Knowledge of Default It is expressly understood and agreed that the Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information required to be provided by the Borrower hereunder.

  • Knowledge of the Company For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the Company Knowledge Parties, none of whom shall have any personal liability or obligations regarding such knowledge.

  • Purchaser’s Knowledge The Purchaser has sufficient knowledge, understanding, and experience, either independently or together with his, her or its purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Offering Materials, and such knowledge, understanding, and experience enables the Purchaser to evaluate the merits and risks of purchasing the Tokens.

  • 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.

  • 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.

  • No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

  • Knowledge of Trustee Notwithstanding the provision of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt, of any default in payment of principal of, premium, if any, or interest on, rent or other payment obligation in respect of any Senior Debt, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless a Responsible Officer of the Trustee having responsibility for the administration of the trust established by this Indenture shall have received written notice thereof from the Company, any Holder of Securities, any Paying or Conversion Agent of the Company or the holder or representative of any class of Senior Debt, and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such default or facts exist; provided, however, that unless on the third Business Day prior to the date upon which by the terms hereof any such moneys may become payable for any purpose the Trustee shall have received the notice provided for in this Section 13.7, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

  • Knowledge of Offering You acknowledge that it is your responsibility to examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence.

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