Target’s knowledge Sample Clauses

Target’s knowledge. (a) Where any Target Warranty is qualified by the expression “so far as the Target is aware” or any similar expression or with a similar qualification as to the Target’s awareness or knowledge, and in respect of the reference to the Target’s awareness in clause 5.4, the Target’s awareness or knowledge, is limited to, and deemed to include, only those facts, matters or circumstances of which any of Xxxxxxx Xxxxxxxxx, Xxxx Xxxx, Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx (“Knowledge Group Members”) is (A) actually aware or (B) would have been aware had the relevant individual made such enquiries, as were reasonable in the circumstances, of: the other Knowledge Group Members; Xxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxx Xxxxx; and of the internal information of the Target Group which is reasonably available to the relevant individual (having regard to applicable confidentiality restrictions): (i) in respect of any relevant Target Warranty, as at the date of this Agreement; and (ii) in respect of a Target Certificate, as at the date the certificate is given. (b) Other than as contemplated by clause 1.3(a), the knowledge, belief or awareness of any person will not be imputed to the Target. (c) For the avoidance of doubt, and without limiting clauses 5.4(c)(ii) and 12.1, none of the individuals referred to in clause 1.3(a) has any personal liability in respect of the Target Warranties or any Target Certificate.
Sample 1
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Target’s knowledge. Where a Warranty is qualified by the expression “so far as the Target is aware” or “to the best of the Target’s knowledge, information or belief” or a similar expression, the Target is deemed to have knowledge of the actual knowledge of the persons listed in schedule 5, having made due and careful enquiries of each other.
Sample 1

Related to Target’s knowledge

  • 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.

  • 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.

  • 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.

  • Knowledge of the Company For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the Company Knowledge Parties, none of whom shall have any personal liability or obligations regarding such knowledge.

  • 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.

  • 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.

  • 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.

  • No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

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