Purchaser’s Actual Knowledge Sample Clauses

Purchaser’s Actual Knowledge. The Seller shall not be liable for any Seller’s Warranty Claim or Tax Warranty Claim if and to the extent that the facts, matters or circumstances giving rise to the Seller’s Warranty Claim or Tax Warranty Claim were actually known by the Purchaser prior to signing this Agreement. For the purposes of this Clause 10.11, the actual knowledge of the Purchaser shall be deemed to be the actual knowledge of Xxxx Xxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxx Xxxxx, Xxxx X’Xxxxx, Guillaume Nonain, Xxxxx Xxx, Xxxx Xxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx Bacqueröet, Paibul Chanawatr, Xxxxxx Xxxxxxx and Xxxx Xxxxxx as at the date of this Agreement.
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Purchaser’s Actual Knowledge. The Sellers shall not be liable in respect of any claim to the extent that the relevant facts, matters or circumstances, giving rise to the claim were known by the Purchaser, which for the purpose of this Clause 10.7 shall mean all information:
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Purchaser’s Actual Knowledge. As used in this Agreement, the terms "Purchaser's actual knowledge", "Purchaser's Knowledge" or equivalent language (a) shall mean and apply to the actual, conscious knowledge of Xxxxxxx Xxxxx and Xxxxxxxxx Xxxxxxxxxx, who are the current officers and responsible employees of Purchaser who are directly engaged in the acquisition of the Property and the due diligence review thereof, and not to any other persons. Such term shall not include a duty to inquire or investigate any facts or information with respect to the Property, and shall not apply to or be construed to apply to information or material which may be in the possession of Purchaser generally or incidentally, but which is not actually known to the officers and responsible employees of Purchaser who are directly engaged in the sale and purchase transaction described herein.
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Purchaser’s Actual Knowledge. The Sellers shall not be liable in respect of any claim for breach of this Agreement (including without limitation a breach of a Sellers’ Warranty) to the extent that the Purchaser has actual knowledge of such breach or the facts forming the basis of such breach at the date of this Agreement. For the purposes of this Clause 12.11 references to the Purchaser’s actual knowledge shall be deemed to refer to the knowledge of the persons named in Part 2 of Schedule 14.
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Purchaser’s Actual Knowledge. No member of the Seller’s Group shall be liable in respect of any claim under this Agreement or any other Transaction Document (other than any Tax Deed, the Transitional Services Agreement and either Schlumberger Master Services Agreement) or any Transfer Document for breach of the Seller’s Warranties if and to the extent that the facts, matters, events or circumstances giving rise to the relevant claim were actually known by any of the persons whose names are set out in Part 2 of Schedule 9.
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Purchaser’s Actual Knowledge. The Seller shall not be liable for any Claim (other than a Tax Deed Claim) to the extent that the facts, matters or circumstances giving rise to the Claim were actually and personally known by Xxx Xxxxx, Xxxxx Xxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx or Xxx Xxxxx, having made due and careful enquiry of each other.
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Purchaser’s Actual Knowledge. 8.6.1 Without prejudice to Clause 8.3.2 the Seller shall not be in breach of any Seller’s Warranty to the extent that the facts, matters or circumstances giving rise to the relevant claim were notified by or on behalf of the Seller to the Purchaser in accordance with Clause 8.3 or were known by the Purchaser or by any of its respective directors, officers, employees or agents or financial, accounting or legal advisers involved in negotiating the acquisition of the Company.
Sample 1
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Purchaser’s Actual Knowledge. Any and all uses of the phrase, “to Purchaser’s Actual Knowledge” or other references to Purchaser’s knowledge in this Agreement, shall mean the actual knowledge of Xxxxxx Xxxxxxxxxx (the “Purchaser Knowledge Individual”) as to a fact at the time.
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Purchaser’s Actual Knowledge. Without prejudice to knowledge imputed to a Purchaser under Swiss law, the Seller shall not be liable in respect of any claim arising out of a breach of a representation or warranty to the extent that the facts, matters or circumstances giving rise to the relevant claim were notified in writing by the Seller to the Purchaser prior to the date of this Agreement.
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Related to Purchaser’s Actual Knowledge

  • Actual Knowledge For purposes of this Agreement, neither the Agent nor any Lender shall be deemed to have actual knowledge of any fact or state of facts unless the senior loan officer or any other officer responsible for the Borrower's account established pursuant to this Agreement at the Agent or such Lender, shall, in fact, have actual knowledge of such fact or state of facts or unless written notice of such fact shall have been received by the Agent or such Lender in accordance with SECTION 9.6.

  • Residual Knowledge Nothing contained in this Agreement shall restrict either Party from the use of any know-how, concepts, or modifications of concepts, methodologies, processes, technologies, algorithms or techniques relating to the Services which either Party, individually or jointly, develops or discloses under this Agreement, provided that in doing so such Party does not breach its confidentiality obligations specified in this Agreement or infringe the Intellectual Property Rights of the other Party.

  • 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.

  • 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.

  • 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.

  • Buyer’s Knowledge Buyer has no knowledge of any fact which results in any representation or warranty of Seller in Article 6 being breached. If after the date of this Agreement, Buyer obtains knowledge of any fact which results in any representation or warranty of Seller being breached, Buyer will promptly furnish Seller written notice thereof.

  • No Deemed Knowledge The Indenture Trustee will not be deemed to have knowledge of a Default, an Event of Default or a breach of a representation or warranty unless (i) a Responsible Person of the Indenture Trustee has knowledge of the Default, Event of Default or breach or (ii) it has actually received notice of the Default, Event of Default or breach.

  • 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.

  • Best Knowledge Best Knowledge" shall mean both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

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