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.
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.
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:
10.7.1 known to Xxxxxx Xxxxxxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxx, or Xxxxx Xxxxxxx at the time of the execution of this Agreement; and
10.7.2 included in the reports from (a) Advokatfirman Xxxxx KB, (b) Ernst & Young, or (c) any of the persons listed in 10.7.1. This Clause 10.7 shall not operate to bar the Purchaser from making any claims pursuant to Clause 8.14.
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.
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.
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.
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.
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.
Purchaser’s Actual Knowledge. 8.7.1 Except as set out in Clause 8.7.2, the Seller shall not be liable for any Claim if and to the extent that the facts, matters or circumstances giving rise to the Claim were actually known by the Purchaser prior to signing this Agreement.
8.7.2 Clause 8.7.1 shall not apply if the Purchaser could not reasonably be expected to conclude that the relevant facts, matters or circumstances giving rise to the Claim constituted a breach of this Agreement.
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.
