Qualification as to knowledge Sample Clauses

Qualification as to knowledge. Where any statement in the Sellers’ Warranties is qualified by a person’s awareness or knowledge, that statement will be deemed to include an additional statement that it has been made after reasonable enquiries of the officers, employees and advisers of the Seller Warrantors and the Company, and includes all matters, events or circumstances of which any of the Seller Warrantors or the Company should reasonably be aware or know.
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Qualification as to knowledge. Where a Sellers’ Warranty is given ‘to the best of the Warrantors’ knowledge’, or ‘so far as the Warrantors are aware’ or with a similar qualification as to the Warrantors’ awareness or knowledge, the Warrantors will be deemed to know or be aware of a particular fact, matter or circumstance if a Specified Executive of the Sellers: (a) is aware of that fact, matter or circumstance on the date the Sellers’ Warranty is given; or (b) would reasonably be expected to be aware of that fact, matter or circumstance in the performance of their duties.
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Qualification as to knowledge. Where any statement in the Sellers’ Warranties is qualified by a Seller’s awareness or knowledge, in order to establish that the statement is true in any respect, that statement will be deemed to include an additional statement that vis à vis said Seller: (a) it has been made after reasonable enquiries of the officers of this Seller or the Seller’s representative seating on the Company’s board of directors, and includes all matters, events or circumstances of which such Seller should reasonably be aware or know; and (b) where those enquiries would have prompted a reasonable person to make further enquiries, those further enquiries have been reasonably made. [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1
Qualification as to knowledge. Where any statement in the Seller’s Warranties is qualified by a person’s awareness or knowledge, in order to establish that the statement is true and not misleading in any respect, that statement will be deemed to include an additional statement that: (a) it has been made after reasonable enquiries of the officers, employees and advisers of the Seller and the Companies, and includes all matters, events or circumstances of which any of the Seller or the Companies should reasonably be aware or know; and (b) where those enquiries would have prompted a reasonable person to make further enquiries, those further enquiries have been made.
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Related to Qualification as to knowledge

  • Qualification as a REIT The General Partner shall use its best efforts to cause the Partnership to distribute sufficient amounts under this Article 5 to enable the General Partner to pay dividends to the Stockholders that will enable the General Partner to (a) satisfy the requirements for qualification as a REIT under the Code and Regulations (“REIT Requirements”), and (b) avoid any federal income or excise tax liability; provided, however, that the General Partner shall not be bound to comply with this covenant to the extent such distributions would (i) violate applicable Delaware law, or (ii) contravene the terms of any notes, mortgages or other types of debt obligations to which the Partnership may be subject in conjunction with borrowed funds.

  • Due Qualification Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Insurer Qualifications Without limiting any obligations or liabilities of Consultant, Consultant shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the City. Failure to maintain insurance as specified herein may result in termination of this Agreement at the City’s option.

  • Regulation D Qualification Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

  • Qualification to do Business Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.

  • STAFF QUALIFICATIONS CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 34 of the Code of Federal Regulations sections 200.56 and 200.58, and Title 5 of the California Code of Regulations sections 3001(y), 3064 and 3065. Such qualified staff may only provide related services within the scope of their professional license, certification or credential and ethical standards set by each profession, and not assume responsibility or authority for another related services provider or special education teacher’s scope of practice. CONTRACTOR shall ensure that all staff are appropriately credentialed to provide instruction and services to students with the disabling conditions placed in their program/school through documentation provided to the CDE (5 CCR 3064 (a)).

  • Professional Qualifications It shall be a condition of continued professional employment that employees must apply for enrolment in their appropriate professional licensing body by the thirtieth day of continuous service.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

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