Buyer’s Knowledge. Buyer has no knowledge of any fact which results in any representation or warranty of Seller in Article 6 being breached. If after the date of this Agreement, Buyer obtains knowledge of any fact which results in any representation or warranty of Seller being breached, Buyer will promptly furnish Seller written notice thereof.
Buyer’s Knowledge. To Buyer's Knowledge, on the date hereof, Buyer's ----------------- representations and warranties made in this Section 4.2 are true and correct in all material respects.
Buyer’s Knowledge. Buyer represents that it is a sophisticated party, and has conducted a full due diligence investigation of the Business, the Purchased Assets, and the Assumed Obligations. Buyer understands and agrees that any financial forecasts or projections relating to the Business prepared by or on behalf of Seller have been provided to Buyer with the understanding and agreement that Seller is making no representation or warranty with respect to such forecasts or projections.
Buyer’s Knowledge. Buyer has no knowledge of any fact which results in any representation or warranty of Seller in Section 4.1 being breached.
Buyer’s Knowledge. The Buyer agrees (without prejudice to any rights which the Buyer may have under this Agreement to decline to consummate the transactions contemplated hereby and to terminate this Agreement) that, if the Closing occurs, then to the extent any representation, warranty, covenant or agreement of the Seller contained in this Agreement has, to the knowledge of the Buyer acquired prior to the Closing, been breached, the Buyer shall be deemed to have consented to and waived, and shall have no rights hereunder by reason of, such breach.
Buyer’s Knowledge. As used herein, “Buyers’ knowledge” or “Knowledge of Buyers,” means the actual knowledge by J. Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxx.
Buyer’s Knowledge. Notwithstanding anything herein to the contrary, Buyer acknowledges and agrees that, in the event that Buyer has entered into this Agreement with any knowledge by Buyer or any Affiliate of Buyer of any breach by Seller of any representation, warranty or covenant in this Agreement relating to Buyer’s License, Buyer shall not have any claim or recourse against Seller or any of its Affiliates with respect to such breach under this Agreement, including under Article 8 and Article 10.
Buyer’s Knowledge. Subject to paragraphs 1 to 3, the Buyer shall be entitled to make a claim under this Tax Covenant notwithstanding that the Buyer had knowledge (whether actual constructive or implied) on or before Completion of that Tax Liability (or the matter giving rise to the Tax Liability).
Buyer’s Knowledge. Without limiting the generality of the release contained in Section 4.6.2 above, and notwithstanding anything in this Agreement to the contrary, in the event that the Closing occurs, then neither Seller nor the Seller Parties shall have any liability whatsoever with regard to any matter of which Buyer or the Buyer Parties have actual knowledge (as defined in Section 5.1.4 below) prior to the Closing. By executing this Agreement, Buyer waives any such Claims; by Closing, Buyer shall be deemed to have waived any such Claims; and Buyer shall not be entitled to “reserve” any such Claims at Closing of which it or the Buyer Parties have actual knowledge.
Buyer’s Knowledge. “Buyer’s Knowledge” means the Actual Knowledge of Nxxxxxxx X. Xxxxx, an officer of each Buyer, and does not imply any inspection, examination or other inquiry undertaken by Buyer or said individual to determine the accuracy of any representation, warranty or other statement made “to Buyer’s Knowledge” in this Agreement or in any of Buyer’s Closing Documents.
