Disclosure; Adverse Developments; Knowledge Sample Clauses

Disclosure; Adverse Developments; Knowledge. (a) The representations, warranties and statements made by the Selling Parties in this Agreement including the Schedules, and in the certificates and other documents delivered pursuant hereto do not contain any untrue statement of a material fact, and, when taken together, do not omit to state any material fact necessary to make such representations, warranties and statements, in light of the circumstances under which they are made, not misleading. (b) Except as set forth in this Article II or any related Schedule, since the date of latest balance sheet included in the applicable Subject Entity Financial Statements, there have not been any events, changes or developments relating to the Subject Entities or the Subject Subsidiaries or their businesses, which could reasonably be expected to have a POC/Success Material Adverse Effect. (c) All representations and warranties of the Selling Parties contained in this Article II, except for representations and warranties of the Selling Parties contained in Section 2.3 and Section 2.18, are made to the "best knowledge" of the Selling Parties. For purposes of this Agreement, the term "best knowledge" means the actual knowledge or awareness of each of the Selling Parties after conducting a diligent, but not unlimited, investigation (which for the avoidance of doubt shall include consultation with (i) each of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and such senior and middle management employees of each of the Subject Entities and Subject Subsidiaries who as part of the scope of their employment have devoted substantive attention to, or had responsibility for, matters of a nature relevant to a particular representation or warranty set forth in this Article II and (ii) counsel, accountants and other advisors to each of the Subject Entities and the Subject Subsidiaries) so that, as a result of such investigation, each of the Selling Parties is able to obtain an informed understanding as to the particular matters represented; provided, however, while each of the Selling Parties shall be expected to conduct an investigation to the extent set forth in this Section 2.24(c), no Selling Party shall be deemed to have constructive knowledge of any matter solely because (i) such matter is addressed or covered in any documents or materials furnished by the Selling Parties, the Subject Entities or the Subject Subsidiaries or their counsel or accountants to Vistana or its counsel, or accountants in conjunction with any due diligence request conduc...