Purchaser Knowledge. References in this Agreement to "Purchaser's knowledge or "the best knowledge of Purchaser" mean the actual knowledge of the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of Purchaser, without independent investigation. No constructive or imputed knowledge shall be attributed to any such individual by virtue of any position held, relationship to any other Person or for any other reason.
Purchaser Knowledge. The right to indemnification or other remedy based upon the representations, warranties, covenants and agreements shall not be affected by any investigation (including any environmental investigation or assessment) conducted or any knowledge acquired or capable of being acquired at any time prior to Closing, with respect to the accuracy or inaccuracy of or compliance with any such representations, warranties, covenants and agreements.
Purchaser Knowledge. Each of Purchaser and IP Purchaser has sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the transactions contemplated by this Agreement. Each of Purchaser and IP Purchaser has been given access to information requested regarding the CNS Division, including the opportunity to ask questions of and receive answers from the representatives of the Seller concerning the present and proposed activities of the CNS Division and to obtain the information which it deems necessary or advisable in order to evaluate the merits and risks of the transactions contemplated by this Agreement, and each of Purchaser and IP Purchaser has made its own independent investigation of the CNS Division and the merits and risks of the transactions contemplated by this Agreement.
Purchaser Knowledge. 12.1 None of the Indirect Interest Holders shall be liable in respect of any Claim to the extent that the facts, matters or circumstances giving rise to the relevant Claim were actually known by the Purchaser prior to the signing of this Agreement.
12.2 For the purposes of paragraph 12.1 and paragraph 7 of Schedule 13, the knowledge of the Purchaser and the Purchaser Guarantor, respectively, shall mean the actual knowledge of Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx Oli Xxxxxxxx (provided that the actual knowledge of Sigurdur Oli Olafsson shall be limited to such actual knowledge as he has acquired or has been reconfirmed since 1 October 2011 as a result of his participation in the Transaction), Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxx X. Xxxxx in each case following their review of the Purchaser’s Due Diligence Reports.
12.3 The Purchaser agrees that it will not assert any right of privilege in relation to the disclosure of the Purchaser Due Diligence Reports to the Vendor or any Indirect Interest Holder. […] SCHEDULE 9 TAX COVENANT […] Part 2
Purchaser Knowledge. Purchaser and Fleager acknowledges that Fleager has acted as Purchaser's representative in connection with the negotiation and preparation of this Agreement and Purchaser's review and investigation of AQS. Purchaser and Fleager acknowledge that Fleager has previously owned and managed AQS and if familiar with the business, contracts, financial condition and prospects of AQS and possesses all such knowledge and has made all such investigations of AQS on behalf of Purchaser as Purchaser deems necessary, appropriate and proper for Purchaser to execute and perform into this Agreement. Purchaser hereby acknowledges and agrees that Seller makes no representations, warranties or covenants of any kind or nature other than as expressly set forth in Section 8 of this Agreement.
Purchaser Knowledge. Except for information disclosed in the Disclosure Schedule (which disclosure, in order to be effective, shall specify the section or subsection to which they apply, unless this Agreement provides otherwise), no information of which the Purchaser may have knowledge (whether actual, constructive or imputed) shall qualify or shall be deemed to qualify any of the representations or warranties set out in this Article III or prejudice any claim by the Purchaser for any breach of such representations and warranties or operate to reduce any amount recoverable by the Purchaser in respect of any breach of any of the representations and warranties set out in this Article III. The rights and remedies of the Purchaser in respect of the representations and warranties set out in this Article III shall not be affected by any investigation made by or on behalf of the Purchaser into the affairs of the Company.
Purchaser Knowledge. Notwithstanding anything contained in this Agreement to the contrary, all of the representations, warranties and certifications (collectively, the “Representations”) which are made by Seller and set forth herein or in any of the documents or instruments required to be delivered by Seller hereunder, shall be subject to the following conditions and limitations: (a) there shall be no liability on the part of Seller for any breach of a Representation arising from any matter or circumstance of which Purchaser had knowledge at Closing (including matters and circumstances described in any Disclosure Notice); and (b) in the event that prior to the time of Closing, during the course of Purchaser’s inspections, studies, tests and investigations conducted pursuant to Section 4.1 hereof, or through other sources (including any Disclosure Notice), Purchaser gains knowledge of a fact or circumstance which, by its nature, indicates that a Representation was or has become untrue or inaccurate, and such fact or circumstance was not intentionally withheld from Purchaser by Seller with the intent to defraud Purchaser, then Purchaser shall not have the right to bring any lawsuit or other legal action against Seller, nor pursue any other remedies against Seller, as a result of the breach of the Representation caused thereby, but Purchaser’s sole and exclusive right and remedy shall be to terminate this Agreement, in which event the Exxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the obligations that expressly survive termination of this Agreement; provided, however, that such right of termination shall not be available for breaches of Representations that have no material impact on the value of the Property. The parties hereto expressly acknowledge and agree that none of Seller’s representations, warranties or covenants herein may be relied on by the Title Company, whether by subrogation or otherwise.
Purchaser Knowledge. Save for any matter which has been Disclosed, no information of which the Purchaser may have knowledge (whether actual, constructive or imputed) shall qualify or shall be deemed to qualify any of the Warranties or prejudice any Warranty Claim by the Purchaser under the Warranties or operate to reduce any amount recoverable by the Purchaser in respect of any breach of any of the Warranties. The rights and remedies of the Purchaser in respect of the Warranties shall not be affected by any investigation made by or on behalf of the Purchaser into the affairs of the Group. The Purchaser confirms that it has not relied on any warranty of any of the Sellers save for the Warranties. The Purchaser acknowledges to the Sellers as at the date of this Agreement, it is not in the process of formulating a Warranty Claim.
Purchaser Knowledge. 10.7.1 Subject to § 10.7.2, the Vendor shall have no liability in respect of a Claim to the extent that the Purchaser had knowledge of the relevant Claim on the Execution Date.
10.7.2 For the avoidance of any doubt, the Purchaser’s right to indemnification regarding the Indemnity Claims and the Vendor’s Specific Warranty Claims will not be affected by any knowledge that the Purchaser has or is deemed to have, with respect to the breaches under this Agreement.
Purchaser Knowledge. No Relevant Seller shall be liable for any Seller Warranty Claim to the extent that the Purchaser is aware of the facts, matters or circumstances giving rise to such Claim as at the date of this Agreement.
