Purchaser’s Knowledge Clause Samples

Purchaser’s Knowledge. The Seller shall not be liable for any Claim under or in respect of the Seller’s Warranties to the extent that the Purchaser is actually aware at the date of this Agreement (i) of the facts, matters or circumstances which are the subject matter of the Claim and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Claim.

Purchaser’s Knowledge. No officer or director of Parent or Purchaser has actual knowledge, as of the date hereof, of any state of facts which, in the judgment of Parent or Purchaser, will give rise to a Shareholder Indemnified Obligation or a Purchaser Indemnified Obligation, except for such matters as have been previously disclosed in writing to the Shareholders, the Company or their representatives.

Purchaser’s Knowledge. Any and all uses of the phrase, “to the best of the Purchaser’s knowledge” or other references to Purchaser’s knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as to a fact at the time given without investigation or inquiry and as of the Closing Date.

Purchaser’s Knowledge. The actual knowledge of Purchaser’s officers and directors after reasonable inquiry.

Purchaser’s Knowledge. The Warranties are given subject to matters fairly disclosed in this Agreement or in the Disclosure Letter, but no other information relating to the Sale Group of which the Purchaser has knowledge (actual or constructive) shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable.

Purchaser’s Knowledge. The Sellers shall not be liable under or in connection with this Agreement in respect of a claim if the Purchaser, any of the Purchaser’s direct or indirect shareholders, or any director, officer, employee or professional adviser of the Purchaser or of any of the Purchaser’s direct or indirect shareholders who has been involved in the negotiation or preparation of this Agreement (including without limitation the due diligence performed in relation to the Group and its Business) has on the date of this Agreement actual knowledge of the underlying facts constituting a Breach. The following facts shall be deemed known by the Purchaser on the date of this Agreement: (i) all matters fairly disclosed in this Agreement; (ii) those matters fairly disclosed in the documents which have been made accessible to the Purchaser and any members of corporate bodies or any employees, advisors and/or any other representatives of the Purchaser during the period commencing on June 5, 2012 and ending on October 16, 2012 (with status October 9, 2012) through a virtual data room operated by Intralinks for purposes of conducting a due diligence of the Group; for identification purposes all documents including the data room index of these documents have been stored on an electronic data storage medium and handed over to the acting notary to be taken into custody until the expiry of the limitation periods pursuant to this Agreement. Schedule 10.4.4(ii)(2) contains an index of the virtual data room solely for the purpose of reference to this index and the documents contained therein in other Schedules for identification purposes. (iii) all matters fairly disclosed in the Annual Accounts or the Managements Accounts and all matters specifically provided for in the Annual Accounts or disclosed in Schedule 10.4.4(iii); (iv) all matters fairly disclosed in the Financial Fact Book prepared by PWC (version as of 11 May 2012) prepared by the Seller for the purpose of the acquisition contemplated by this Agreement; and (v) all other matters as listed in Schedule 10.4.4(v). For purposes of this Clause 10.4.4, any matters shall be deemed „fairly disclosed”, if the disclosure was made in a manner that (i) the significance of the respective information disclosed could have reasonably been appreciated by the Purchaser from the respective documents, and (ii) the degree of exposure of the respective issue was reasonably apparent and coherent from the information disclosed.

Purchaser’s Knowledge. The Purchaser hereby agrees that to the extent any representation or warranty of Vendor made herein is, to the actual knowledge of Purchaser prior to the Closing, untrue or incorrect, (i) the Purchaser shall have no rights thereunder by reason of such untruth or inaccuracy and (ii) any such representation or warranty by Vendor shall be deemed to be amended to the extent necessary to render it consistent with such knowledge of the Purchaser.

Purchaser’s Knowledge. Where a representation or warranty is stated to be based on or to the knowledge of Purchaser, such phrase or words of similar import shall refer solely to the actual knowledge, after due inquiry, of ▇▇▇▇▇ ▇▇▇▇▇, Purchaser’s Chief Executive Officer, as of the date of this Agreement.

Purchaser’s Knowledge. Due diligence