Subsequent Knowledge. Upon Purchaser’s acquiring Knowledge that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect in any material respect when made or when deemed to be made, Purchaser shall give such Seller written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to Closing). If at or prior to Closing, any Seller (or any of the Seller Knowledge Representatives (as defined in Section 14.04(d)) obtains knowledge that any of the representations or warranties made herein by such Seller are untrue, inaccurate or incorrect in any material respect as of the date made or deemed to be made, such Seller shall give Purchaser written notice thereof within five (5) Business Days of obtaining such Knowledge (but, in any event, prior to Closing). In either such event, each Seller shall have the right to cure each such material misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such cure. If a Seller determines that it is either unwilling to cure or unable to cure such material misrepresentation or breach, then such Seller shall notify Purchaser and, within five (5) Business Days thereafter, Purchaser, as its sole remedy for any and all such materially untrue, inaccurate or incorrect representations or warranties, shall elect either to (i) waive all such material misrepresentations or breaches of warranties and consummate the Closing without any reduction of or credit against the Purchase Price or (ii) terminate this Agreement with respect to all (but not less than all) of the Facilities by written notice to Sellers, in which event the Deposit shall be returned to Purchaser, and neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination.

Subsequent Knowledge. If Consultant learns at any time that any of its employees or that any of the employees of a subconsultant who are performing work under this Contract have a relative who is employed by TxDOT, Consultant shall notify TxDOT under subsection (b) of each instance within thirty days of obtaining that knowledge.

Subsequent Knowledge. If, prior to the Closing, either party has actual knowledge that any of the representations or warranties made herein by the other party are untrue, inaccurate or incorrect in any material respect when made or when deemed to be made, then the party obtaining such actual knowledge shall give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). Upon receipt of such notice, the breaching party shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) for the purpose of such cure. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect and Buyer elects to proceed with Closing, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transactions without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer’s damages resulting from all such untruths or inaccuracies are reasonably estimated by Buyer to exceed Fifty Thousand and No/100 Dollars ($50,000.00) (the “Floor”) in the aggregate.

Subsequent Knowledge. If AKVA Hf. or AKVA USA obtains any knowledge or information between the date hereof and Settlement, making or indicating that any of the aforesaid warranties or representations are no longer true, or indication that any of the representations and conditions set forth above are not true and cannot be made true by the party to which such representation or warranty applies, by the time of Settlement, or will no longer be true as of the date of Settlement, the party to whom such representation or warranty applies will promptly notify VPS of such change in circumstances.

Related to Subsequent Knowledge

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.
Seller’s Knowledge Whenever a representation is qualified by the phrase “to the best of Seller’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of the Designated Seller Representative, without independent investigation or inquiry. Purchaser acknowledges that the Designated Seller Representative is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from the Designated Seller Representative to Purchaser and Purchaser agrees that no Designated Seller Representative shall have any liability under this Agreement or in connection with the transactions contemplated hereby.
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.
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.
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.
Knowledge of Offering You acknowledge that it is your responsibility to examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence.
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.
TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others. o A description of the intended use(s) for and users of the project results. o Published documents, including date, title, and periodical name. o Copies of documents, fact sheets, journal articles, press releases, and other documents prepared for public dissemination. These documents must include the Legal Notice required in the terms and conditions. Indicate where and when the documents were disseminated. o A discussion of policy development. State if project has been or will be cited in government policy publications, or used to inform regulatory bodies. o The number of website downloads or public requests for project results. o Additional areas as determined by the CAM. • Conduct technology transfer activities in accordance with the Technology/Knowledge Transfer Plan. These activities will be reported in the Progress Reports. • When directed by the CAM, develop Presentation Materials for an Energy Commission- sponsored conference/workshop(s) on the project. • When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the California Energy Commission. • Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photographs. • Prepare a Technology/Knowledge Transfer Report on technology transfer activities conducted during the project. • Initial Fact Sheet (draft and final) • Final Project Fact Sheet (draft and final) • Presentation Materials (draft and final) • High Quality Digital Photographs • Technology/Knowledge Transfer Plan (draft and final) • Technology/Knowledge Transfer Report (draft and final)
Knowledge Transfer 7.1 Three (3) months prior to the Expiry Date of the Agreement (or where the Agreement is terminated within the timescale notified by the Department) the Provider will upon request: 7.1.1 provide for transfer to the Department and/or the Successor Provider of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 7.1.2 provide the Department and/or Successor Provider with reasonable access to such members of the Provider's or its Sub- Contractors' personnel as have been involved in the development, provision or management of the Services and who are still employed or engaged by the Provider or its Sub- Contractors. 7.2 To facilitate the transfer of knowledge from the Provider to the Department and/or its Successor Provider, the Provider will provide, upon request, a detailed written explanation of the procedures and operations used to provide the Services, the change management process and other standards and procedures to the operations personnel of the Department and/or the Successor Provider. 7.3 The information which the Provider will provide, at its own cost, to the Department and/or its Successor Provider pursuant to Paragraph 7.1 above will include: 7.3.1 copies of up-to-date procedures and manuals; 7.3.2 agreements with third party suppliers of goods and services which are to be transferred to the Department/Successor Provider; 7.3.3 key support contact details for third party supplier personnel under Agreements which are to be assigned or novated to the Department/Successor Provider pursuant to this Schedule 8 (Exit Arrangements); 7.3.4 any relevant interface information.

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