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. For purposes of this Article II, "
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. 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. 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. To the Knowledge of the Purchaser, as of the date hereof there is no fact, event or circumstance that constitutes, or could reasonably be expected to result in, a material breach of any of the representations and warranties of the Sellers contained in Article V1.
Knowledge of Purchaser. Gxxxxxx H.X. Xxxxxx Kxxxx Xxxxxxx Ixx Xxxxx
Knowledge of Purchaser. Sub or the Company. If any party hereto (a "Knowing Party") has actual knowledge upon its execution and delivery of this Agreement or at Closing that any other party hereto (an "Other Party") is or will be in breach of any representation or warranty made or to be made in this Agreement by such Other Party, then such Knowing Party shall not have any right or remedy (including indemnification pursuant to Section 9 below) with respect to such breach, and the Other Party will not be deemed to be in breach of such representation or warranty. For purposes of this Section, Purchaser or Sub will be a Knowing Party only if Robexx Xxxxx xx Davix Xxxx xxx actual acknowledge of a matter. The Company will be a Knowing Party only if Richxxx Xxxxx xxx actual knowledge of a matter.
Knowledge of Purchaser. Streamside and Streamside’s advisors, if any, have been, upon request, furnished with all materials relating to the business, finances and operations of Iceweb and materials relating to the securities being issued to Streamside. Streamside and Streamside’s advisors, if any, have been afforded the opportunity to ask questions of Iceweb and have received complete and satisfactory answers to any such inquiries.
