Special Knowledge Sample Clauses

Special Knowledge. (a) Until the expiration of the Final Term, or (b) in the case of the ATLAS OCSP Software, for a period of one (1) year following the Closing Date, Seller shall use commercially reasonable efforts to provide Purchaser with reasonable access, by phone or in person (at Seller’s option), to those employees, agents or other contractors of Seller, if any, with material knowledge or information of any Trade Secrets or technical information relating to the Transferred Assets and/or the operation of the Business (including with respect to ATLAS OCSP Software) that are not otherwise available to Purchaser through other commercially reasonable means. [Remainder of this page intentionally left blank. Signature page follows.]
Sample 1
AutoNDA by SimpleDocs
Special Knowledge. Buyer acknowledges and represents that Xxxx Xxxxxxx (“Xxxxxxx”), the President of Buyer, was throughout the existence of the Network Division, its General Manager. Buyer acknowledges and represents that it is fully charged with any and all knowledge Xxxxxxx may possess or be charged with respecting any matter that is the subject of a representation or warranty of Seller and Buyer is not relying on any representation or warranty of Seller to the extent of any contrary or different information obtained by Buyer doing the course of Buyer’s due diligence or any contrary or different information possessed by or chargeable to Xxxxxxx.
Sample 1
Special Knowledge. To the best of Seller's knowledge Seller has not engaged or failed to engage in any activity, and has no knowledge of any fact, which would cause any permits, licenses or authorizations necessary for the use, renovation and operation of the Project to not be issued or revoked and is not aware of any action or proceeding looking to or contemplating any action which would interfere with, impede or prohibit the use, renovation and operation of the Project.
Sample 1

Related to Special 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.

  • 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.

  • 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.

  • Knowledge of Default It is expressly understood and agreed that the Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information required to be provided by the Borrower hereunder.

  • Prior Actions and Knowledge I represent and warrant that from the time of my first contact or communication with the Company, I have held in strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the Company or any affiliate or related entity of the Company, or (ii) used, copied, published, or summarized any Proprietary Information or removed any Company Materials from the business premises of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company.

  • Duty to Make Inquiry To the extent that any of the representations or warranties in this Article II are qualified by “knowledge” or “belief,” the Company represents and warrants that it has made due and reasonable inquiry and investigation concerning the matters to which such representations and warranties relate, including, but not limited to, diligent inquiry of its directors, officers and key personnel.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

Time is Money Join Law Insider Premium to draft better contracts faster.