Constructive Knowledge Sample Clauses

Constructive Knowledge. Whenever a representation or warranty or other statement in this Agreement (including, without limitation, schedules hereto) is made with respect to a party’s “knowledge,” such statement refers to the knowledge, after reasonable inquiry, of such party’s employees or agents who were or are responsible for or involved with the indicated matter.
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Constructive Knowledge. Whenever a representation or warranty or other statement in this Agreement (including, without limitation, schedules hereto) is made with respect to the Company’s “knowledge,” such statement refers to the knowledge, after reasonable inquiry, of the Company’s employees or agents who were or are responsible for or involved with the indicated matter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, OPTI-HARVEST, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: WESTPARK CAPITAL, INC., By: Name: Cxxxx Xxxxxxx Title: Head of Investment Banking SCHEDULE 1
Sample 1Sample 2
Constructive Knowledge. Whenever a representation or warranty or other statement in this Agreement (including, without limitation, schedules hereto) is made with respect to the Company’s “knowledge,” such statement refers to the knowledge, after reasonable inquiry, of the Company’s employees or agents who were or are responsible for or involved with the indicated matter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, OPTI-HARVEST, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Sxx Xxxxxxxxxx Title: Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Units to be Purchased if the Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Units: [●] Number of Option Units: [●] Public Offering Price per Firm Unit: $[●] Public Offering Price per Option Unit: $[●] Underwriting Discount per Firm Unit: $[●] Underwriting Discount per Option Unit: $[●] Underwriting Non-accountable expense allowance per Firm Unit: $[●] Underwriting Non-accountable expense allowance per Option Unit: $[●] Proceeds to Company per Firm Unit (before expenses): $[●] Proceeds to Company per Option Unit (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [●] EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH...
Sample 1
Constructive Knowledge. To the extent that any representations, warranties and/or guarantees depend on whether or not Sellers knew or should have known certain facts or circumstances, any knowledge or negligent ignorance of certain facts or circumstances by gmi's managing director Inge XxxB will be attributable (wird zugerechnet) to Sellers.
Sample 1
Constructive Knowledge. The term "Constructive Knowledge" shall mean (x) when applied to Xxxxxx Xxxxxxx, Xxxxxxxx Xxxx or Xxxxx Xxxxxxx, the knowledge of which any such individual should have been aware by virtue of his capacity as an officer, director or employee of DCA (it being acknowledged that DCA has acted as the de facto manager of the Dental Practices since August 28, 2000) and (y) when applied to Xxxxxxx Xxxxx, Xxxxxxxx Xxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx or Xxxxx Xxxx, the knowledge of which any such individual should have been aware by virtue of his capacity as an officer, director or employee of any Seller (x) with respect to DCA assuming that DCA did not fail to report the relevant facts to InterDent or any Seller, (y) with respect to the Assets or the Dental Practices, in connection with a due investigation made by Parent and its Affiliates in connection with the acquisition of the Assets pursuant to the Bills of Sale entered into with Bank of America, N.A. on August 28, 2000 or (z) in connection with actions taken or omitted by Parent or any of its Affiliates (other than DCA, as defined below).
Sample 1
Constructive Knowledge. The representations and warranties in Clause 3.1 (ISSUER'S REPRESENTATIONS) shall continue in full force and effect notwithstanding the constructive knowledge of the Investor with respect to any of the matters referred to in the representations and warranties, any investigation by or on behalf of the Investor or completion of the placement and issue of the Notes.
Sample 1
Constructive Knowledge. The Purchaser understands that its investment in the Company involves substantial risks. The Purchaser: (a) has such knowledge and experience in financial and business matters as is necessary to enable it to evaluate the merits and risks of an investment in the Company; and (b) has no present need for liquidity in its investment in the Company and is able to bear the risk of that investment for an indefinite period and to afford a complete loss thereof.
Sample 1
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Related to Constructive 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.

  • Definition of “Knowledge For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

  • 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.

  • Seller’s Knowledge For purposes of this Agreement and any document delivered at Closing, whenever the phrase “to the best of Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to mean and are limited to the current actual knowledge only of Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, at the times indicated only, and not any implied, imputed or constructive knowledge of such individual(s) or of Seller or any Seller Related Parties (as defined in Section 3.7 below), and without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Due Diligence Materials. Furthermore, it is understood and agreed that such individual(s) shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.

  • 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.

  • 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.

  • Duty to Make Inquiry To the extent that any of the representations or warranties in this Article II are qualified by “knowledge” or “belief,” the Company represents and warrants that it has made due and reasonable inquiry and investigation concerning the matters to which such representations and warranties relate, including, but not limited to, diligent inquiry of its directors, officers and key personnel.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. The Recipient shall: • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others.

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