Constructive Knowledge Sample Clauses
The Constructive Knowledge clause defines a party's responsibility for information they should reasonably be aware of, even if they do not have actual knowledge of it. In practice, this means that a party is deemed to know facts that a reasonable investigation or due diligence would have uncovered, such as issues apparent in public records or obvious defects in a property. This clause helps prevent parties from avoiding liability by claiming ignorance of facts they could have discovered, thereby promoting fairness and diligence in contractual relationships.
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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 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.
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., Name: C▇▇▇▇ ▇▇▇▇▇▇▇ Title: Head of Investment Banking
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: By: Name: C▇▇▇▇ ▇▇▇▇▇▇▇ Title: Head of Investment Banking Westpark Capital, Inc. [●] [●] TOTAL [●] [●] 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): $[●] [●] None. [●] 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) WESTPARK CAPITAL, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF WESTPARK CAPITAL, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
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 ▇▇▇B will be attributable (wird zugerechnet) to Sellers.
Constructive Knowledge. The term "Constructive Knowledge" shall mean (x) when applied to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇, 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).
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.
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.