Knowledge of Purchaser. Except as specifically disclosed in writing in this Agreement or in an Exhibit thereto, knowledge of Purchaser (including in connection with such information as may have been made available to Purchaser in the data room organized by Seller prior to the signing hereof) does not exclude liability of Seller under this Agreement.
Knowledge of Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that Purchaser shall not be entitled to bring any action on or after the Closing Date based on any representation made by Seller in this ARTICLE V to the extent that, (a) on or prior to the date hereof, Purchaser shall have obtained actual knowledge of written information that is contradictory to, and is the basis of the claimed breach of, such representation or warranty or (b) following the date hereof and on or prior to the Closing Date, Purchaser shall have obtained knowledge of such information, which breach gives rise to a Material Adverse Effect, and, based on such knowledge, Purchaser could have terminated this Agreement pursuant to Section 10.1.1. For the purposes of this Section 5.3, the “actual knowledge” of Purchaser shall be deemed to refer to the actual knowledge of Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxx and not any implied, imputed or constructive knowledge of any of Messrs. Darragh, Peterson, Xxxxxx or Xxxxxx or any other party, without any independent investigation having been made or any implied duty to investigate. For purposes of clarification, Purchaser shall not be deemed to have knowledge of a breach of one of Seller’s representations and warranties because Purchaser receives information that could be considered evidence (express or implied) of such a breach unless one of the Messrs. Darragh, Peterson, Xxxxxx or Xxxxxx actually is aware of such information and affirmatively recognizes that the information contained therein gives rise to a breach of one of Seller’s representations and warranties.
Knowledge of Purchaser. The representations and warranties of Seller and Willbros shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of Purchaser, or by reason of the fact that Purchaser or any of their advisors, agents, consultants or representatives knew or should have known that any such representation and warranty is or might be inaccurate or untrue. Each of Seller and Willbros hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Purchaser, and regardless of the results of any such investigation, Purchaser has entered into this Agreement in express reliance upon the representations and warranties of Seller and Willbros set forth in this Agreement and the other Transaction Documents.
Knowledge of Purchaser. Except as disclosed to Seller, neither Parent nor Purchaser has any actual knowledge of any information which makes, or if known to Seller would make, any representation, warranty or covenant of Seller contained herein untrue. Except as disclosed to Seller, neither Parent nor Purchaser has any knowledge of any facts or circumstances which would constitute a breach of any representation, warranty or covenant of Seller contained herein, or which would, with the passage of time or adequate notice or both, constitute such a breach, or which would entitle either Parent or Purchaser to make a claim for indemnification under this Agreement. Parent and Purchaser have reviewed and understand the terms and use restrictions of the Lemelson License set forth on Schedule 4.14, including an option for Subsidiary to acquire at its expense, after the Sale of Subsidiary Common Stock, extended license rights during a limited ninety (90) day period specified in the Lemelson License. Parent and Purchaser understand and agree that the terms of the Lemelson License shall be maintained in confidence as provided therein.
Knowledge of Purchaser. For purposes of this Article II, "
Knowledge of Purchaser. The Purchaser is aware of and has investigated the Seller's business, management and financial condition, has had the opportunity to inspect the Seller's facilities and meet with the Seller's management and has had access to such other information about the Seller as the Purchaser has deemed necessary and desirable to reach an informed and knowledgeable decision to acquire the Securities to be purchased by it hereunder. The purchase of such Securities is not a result of an advertisement of an offering in connection with the sale of such Securities.
Knowledge of Purchaser. The actual current knowledge of Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx X. Xxxxxx, Xx., Xxxx X. Xxxxxxxx, Xxxx X. Xxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxxx. (The same definition shall apply when this Agreement uses the phrase, "Purchaser's knowledge," or similar phrase.) KNOWLEDGE OF SELLER. The actual current knowledge of Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxx X'Xxxxx. (The same definition shall apply when this Agreement uses the phrase, "Seller's knowledge," or similar phrase.)
Knowledge of Purchaser. Purchaser has no knowledge of any information which makes, or if known to Seller would make, any representation, warranty or covenant of Seller contained herein untrue. Purchaser has no knowledge of any facts or circumstances which would constitute a breach of any representation, warranty or covenant of Seller contained herein, or which would, with the passage of time or adequate notice or both, constitute such a breach, or which would entitle Purchaser to make a claim for indemnification under this Agreement. This paragraph shall not bind Purchaser or any successor to Purchaser if either (i) IESA does not beneficially own the majority of the shares or control the majority of the voting rights of the Purchaser or of the applicable successor to Purchaser, or (ii) Infogrames Entertainment SA does not have the power to appoint a majority of the members of the Board of Directors of Purchaser or the applicable successor to Purchaser. For the purpose of this Agreement, knowledge of any employees of IESA as of the date hereof is deemed knowledge of the Purchaser.
Knowledge of Purchaser. The Registrant hereby undertakes to furnish supplementally a copy of any schedule omitted herefrom as permitted by Item 601(b)(2) of Regulation S-K to the Commission upon request.
Knowledge of Purchaser. Seller shall be responsible for the representations given in this Article 4 irrespective of what the Purchaser or any representative of Purchaser actually knew or could have known at the signing of this Agreement or at Closing and no such knowledge shall affect Purchaser’s right to make a claim for any Breach.
