Representations as to Knowledge. The representations and warranties contained in Article 3 hereof will in each and every case where an exercise of discretion or a statement to the "best knowledge," "best of knowledge" or "knowledge" is required on behalf of any party to this Agreement be deemed to require that such exercise of discretion or statement be in good faith after reasonable investigation, with due diligence, to the best efforts of such party and be exercised always in a reasonable manner and within reasonable times.
Representations as to Knowledge. The representations and warranties contained in Article VI hereof shall in each and every event whereby and exercise of discretion or a statement to the "best knowledge", "best of knowledge" or "knowledge" is required on behalf of any party to this Agreement be deemed to require that such exercise of discretion or statement be in good faith, with due diligence, to the best efforts of each such party and be exercised always in a reasonable manner and within reasonable times.
Representations as to Knowledge. The representations and warranties contained in this Article 3 which are made to the "knowledge" of a specified person are required to be made in good faith.
Representations as to Knowledge. Whenever any statement in this Agreement is made “to its knowledge” or words of similar intent or effect, (a) an individual will be deemed to have knowledge of a particular fact or other matter if (i) that individual is actually aware of that fact or matter, or (ii) a prudent individual could be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonably comprehensive investigation regarding the accuracy of any representation or warranty contained in this Agreement; and (b) a Person (other than an individual) will be deemed to have knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, general partner, registered agent, general manager, director of engineering, executor or trustee of that Person (or in any similar capacity) has, or at any time had, knowledge of that fact or other matter (as set forth in (i) and (ii) above), and any such individual (and any Party to this Agreement) will be deemed to have conducted a reasonably comprehensive investigation regarding the accuracy of the representations and warranties made herein by that Person or individual.
Representations as to Knowledge. The representations and warranties contained in Article 3 hereof will in each and every case where an exercise of discretion or a statement to the "best knowledge," "best of knowledge" or "knowledge" is required on behalf of any party to this Agreement be deemed to require that such exercise of discretion or statement be in good faith after reasonable investigation (including, in the case of the Shareholders, inquiry of the applicable directors, officers and employees of the Company), with due diligence, to the best efforts of such party and be exercised always in a reasonable manner and within reasonable times.
Representations as to Knowledge. Except as otherwise provided in this Agreement, the representations and warranties contained in Article III and Article IV will, in each and every case where a statement to the "knowledge" is required on behalf of any Party to this Agreement, be deemed to require that such statement be in good faith after reasonable investigation.
Representations as to Knowledge. Any representation and warranty made in Article IV to the "best knowledge" of a party means matters actually known by such party and matters which would come to such party's attention in the course of exercising reasonable diligence in the operation of such party's business ("Constructive Knowledge"), including (i) in the case of the Shareholders, inquiry of Xxxxxx Xxxxx, Xxxxxx Xxxxxxx III, Xxx XxXxxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxx Xxxx, and Xxxxx Xxxxxx and (ii) in the case of ASI and Holdings, inquiry of Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxx X. Xxxxxx, III, and Xxxxxx X. Xxxx. Any matter that is within the actual knowledge or Constructive Knowledge of any Shareholder will be deemed to be within the best knowledge of all of the Shareholders. Any matter that is within the actual knowledge or Constructive Knowledge of Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxx X. Xxxxxx, III, or Xxxxxx X. Xxxx will be deemed to be within the best knowledge of ASI and Holding.
Representations as to Knowledge. The representations and warranties contained in Article 3 hereof shall in each and every case where an exercise of discretion or a statement to the "best knowledge," "best of knowledge" or "knowledge" is required on behalf of any party to this Agreement be deemed to require that such exercise of discretion or statement be in good faith after reasonable investigation, with due diligence, to the best efforts of each such party and be exercised always in a reasonable manner and within reasonable times. For purposes of Section 3.1, the terms "Company" and "Shareholders" shall, when used in reference to a statement made to the "best knowledge," "best of knowledge" or "knowledge" of the Company or of the Shareholders, include each Shareholder, each director of the Company, each officer of the Company, Stevxx X. Xxxxxxx, Xxerxx X. Xxxxxxxx, xxch manager of the Company's stores (but in the case of each such manager, only as to such store and matters related thereto), and each other employee of the Company who is responsible to the Company (by job description, delegation of duty or responsibility, if any) for matters which are the subject of such statement.
Representations as to Knowledge. The representations and warranties contained in Article 3 hereof shall in each and every case where a statement to the "best knowledge," "best of knowledge" or "knowledge" is required on behalf of any party to this Agreement mean the actual good faith knowledge or awareness of such party.
Representations as to Knowledge. Any representation and warranty made in Article III to the "knowledge" or "best knowledge" of a party means matters actually known by such party and matters which would come to such party's attention in the course of due diligence to verify the accuracy of such representation and warranty, including (i) in the case of the Shareholder, inquiry of Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxx, Xxxxxx X. Xxxxxxxxxx, Xxxx X. Xxxxxx III, and Xxxxxxx X. Xxxxxxxxx, and (ii) in the case of the Buyer, inquiry of Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx.
