Knowing Misrepresentation means that (a) the Company made a representation or warranty (as qualified by any applicable disclosure in the Disclosure Schedule) in this Agreement or any closing certificate furnished by the Company to the Buyer pursuant to this Agreement that was incorrect on the date made and (b) the Company made such representation or warranty with the actual knowledge by one or more of the Company Knowledge Parties on such date that the representation or warranty (as qualified by any applicable disclosure in the Disclosure Schedule) was incorrect when made.
Knowing Misrepresentation means the making of a representation or warranty in this Agreement or in any certificate, document or instrument delivered at or prior to the Closing pursuant to the terms of this Agreement (in each case as qualified and limited by applicable provisions of the Company Disclosure Schedule) with the actual knowledge at the time of making the representation or warranty that such representation or warranty was false or inaccurate.
Knowing Misrepresentation means any breach of a representation or warranty that is qualified as to the Corporation’s or Buyer’s knowledge, or any knowing breach of a representation or warranty that is not qualified as to the Corporation’s or Buyer’s knowledge as to which the Corporation or Buyer had actual knowledge of its falsity. “To the knowledge,” “knowing” or similar expressions shall mean (i) with respect to the Corporation, the actual knowledge of the Managers, the Corporation’s officers and the members of the Corporation’s Board of Directors as of the date hereof, and (ii) with respect to the Buyer, the actual knowledge of Xxxxx Xxxxxx and Xxxx Xxxxx.
Examples of Knowing Misrepresentation in a sentence
Preventable Does Not Support a Finding of Knowing Misrepresentation.
Except for the remaining funds in the Interim Breach Escrow Account (which funds are available only for recovery in connection with an Interim Breach Claim), the remaining funds in the Indemnity Escrow Account shall serve as the Purchaser’s sole source of recovery with respect to claims for Damages arising under Section 11.01(a), other than in cases of Actual Fraud, Knowing Misrepresentation or breaches of or inaccuracies in any of the Fundamental Representations.
Knowing Misrepresentation or Omission............................................................33 7.10.
Buyer also acknowledges that its sole and exclusive recourse in respect of the transactions contemplated by this agreement (except with respect to a claim arising from fraud or, with respect to Seller, a Knowing Misrepresentation) is to assert rights of Buyer pursuant to ARTICLE VII, ARTICLE IX and Section 11.12.
Making a Knowing Misrepresentation is considered an Acts Discreditable.
More Definitions of Knowing Misrepresentation
Knowing Misrepresentation means that, to the actual knowledge of any of the employees listed on Schedule 9.04, a representation or warranty set forth in Article 3 or Article 5 was incorrect when made.
Knowing Misrepresentation means that (a) the Stockholders made a representation or warranty in this Agreement or any closing certificate furnished by the Stockholders to Purchaser pursuant to this Agreement that was incorrect on the date made and (b) the Stockholders made such representation or warranty with the Knowledge on such date that the representation or warranty was incorrect when made.
Knowing Misrepresentation means, with respect to a representation or warranty made by the Company in this Agreement, that such representation or warranty was false when made and that the individuals set forth on Schedule 10.2 actually and consciously knew that such representation or warranty was false when made; provided, however, it is expressly agreed that no representation or warranty is being made with respect to the Excluded Items.
Knowing Misrepresentation means that, to the actual knowledge of any of the Sellers, such representation or warranty was incorrect when made. “Knowledge of the Company”, “Company’s Knowledge” and phrases of like import shall mean the knowledge of any of the Sellers. The above namedindividuals will be deemed to have knowledge of a particular fact, circumstance, event or other matter if (a) such individual has actual knowledge of such fact, circumstance, event or other matter, (b) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including electronic mails sent to or by such individual) in the possession of such individual, including his or her personal files, (c) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic) contained in books and records of such individual that would reasonably be expected to be reviewed by such individual in the customary performance of his or her duties or (d) such fact, circumstance, event or other matter would be known to such individual had he or she made reasonable inquiry of appropriate employees.
Knowing Misrepresentation means a misrepresentation by Seller under this Agreement where: (i) such misrepresentation is material; (ii) such misrepresentation is knowing and willful; and (iii) one or more of the persons listed on Schedule 10.3(a), without any obligation of investigation, had actual knowledge, at the time of such misrepresentation, (A) that Seller was making a misrepresentation and (B) of the consequences of such misrepresentation under this Agreement.
Knowing Misrepresentation means that, to the Company’s actual knowledge, such representation or warranty was incorrect when made.
Knowing Misrepresentation means that, to the actual knowledge of any of the Sellers, such representation or warranty was incorrect when made.