Knowledge Qualifier Sample Clauses

Knowledge Qualifier. The representations can be limited to the knowledge of the seller instead of to the absolute veracity of facts. To be sure, such limitation may place a burden of proof on the buyer to prove the seller’s state of knowledge; however, the mere listing of representations should prompt disclosures on the part of the seller before the contract is executed.
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Knowledge Qualifier. ‌ The Seller warrants and undertakes to the Buyer that where the Seller’s Warranties are qualified as being “to the best knowledge of the Seller” or any similar expression, the Seller’s Warranties are deemed to have been made or given to the best of the knowledge, information and belief of the Seller after the Seller has made all due and diligent enquiries.
Sample 1
Knowledge Qualifier. The phrases "to the Company's knowledge" and "to the knowledge of the Company or any Subsidiary," as used in this Agreement, means knowledge based on an investigation that is reasonable in light of the Company's obligations under the Securities Act and sufficient to provide a reasonable basis for making the statements so qualified. If the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, VIASYS HEALTHCARE INC. By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Chief Executive Officer and Chairman of the Board of Directors Accepted as of the date first above written BEAR, XXXXXXX & CO. INC. By: Name: Xxxxxxx Parish Title: Senior Managing Director X.X. XXXXXX SECURITIES INC. By: Name: Xxxxx Xxx Title: Vice President On behalf of themselves and the other Underwriters named in Schedule I hereto. SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Option is Fully Exercised Bear, Xxxxxxx & Co. Inc. 1,035,000 155,250 X.X. Xxxxxx Securities Inc. 1,035,000 155,250 CIBC World Markets Corp. 330,000 49,500 Xxxxxxx & Company, Inc. 330,000 49,500 CJS Securities, Inc. 135,000 20,250 Xx Xxxxx Securities, Incorporated 135,000 20,250 Total 3,000,000 450,000 EXHIBIT A Subsidiaries Subsidiary Jurisdiction Ownership Bird Products Corporation California 100 % Bird Life Design Corporation California 100 % Corpak LLC Delaware 100 % E.M.E. (Electro Medical Equipment) Limited England 100 % EME Medical Limited England 100 % Synchromed Limited England 100 % Synchrony Limited England 100 % EME Medical Inc. Delaware 100 % EME Medical LLC Nevada 100 % Xxxxxx-Xxxxxxx, Inc. Massachusetts 100 % Nicolet Biomedical Japan Inc. Japan 100 % Nicolet Biomedical Ltd. England 100 % Nicolet Vascular Inc. Delaware 100 % Scimed Limited England 100 % SensorMedics Corporation California 100 % Xxxxx Xxxxxx Holding Deutschland GmbH Germany 100 % VIASYS Healthcare GmbH Germany 100 % HMS Health Management Systems GmbH Germany 100 % Xxxxx Xxxxxx Inc. Delaware 100 % Sensormedics B.V. Netherlands 100 % Xxxxx Xxxxxx Xxxxxxx X.X. Xxxxxxxxxxx 000 % Xxxxx Xxxxxx Ges.x.X. Austria 100 % Xxxxx Xxxxxx U.K. Ltd. England 100 % Nicolet EME GmbH Germany 100 % SensorMedics GmbH Germany 100 % Tecomet Inc. Massachusetts 100 % Thermedics Polymer Products LLC Delaware 100 % VIASYS Healthcare S.A.R.L. France 100 ...
Sample 1
Knowledge Qualifier. For purposes of this Agreement, the terms "to Deltagen's best knowledge" and "known to Deltagen" (or phrases to similar effect) shall mean, in each case, the knowledge of employees of Deltagen having made such investigation with respect to such subject matter as any reasonably diligent company would perform in the normal course of its own business operations.
Sample 1
Knowledge Qualifier. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge, information and belief , it shall mean after such due and diligent inquiry as reasonably necessary and appropriate as to the matters that are the subject of such representations and warranties.
Sample 1
Knowledge Qualifier. Any representation or warranty made by Seller in this Agreement that is qualified by the phrase, “to Seller’s knowledge” or other similar language shall mean to the actual knowledge of any of the following described officers of Seller: (i) Xxxxx X. Xxx, President and CEO; (ii) G. Xxx Xxxxxx, Senior Vice President and CFO; (iii) Xxxxx X. Xxxxxx, Senior Vice President, Operations; or (iv) Drake X. Xxxxxx, Senior Vice President, Land and Legal.
Sample 1
Knowledge Qualifier. Notwithstanding the above, with respect to any of the common areas used by the Partnership, its employees, consultants or customers, in connection with the Partnership’s use of any Leased premises, the representations made in this Section 3.23 shall be limited to the actual knowledge of the Partnership and the Partners.
Sample 1
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Related to Knowledge Qualifier

  • Knowledge Defined For purposes of this Agreement, the term “the Company's knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.

  • 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.

  • 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.

  • 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.

  • Knowledge of Trustee Notwithstanding the provision of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt, of any default in payment of principal of, premium, if any, or interest on, rent or other payment obligation in respect of any Senior Debt, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless a Responsible Officer of the Trustee having responsibility for the administration of the trust established by this Indenture shall have received written notice thereof from the Company, any Holder of Securities, any Paying or Conversion Agent of the Company or the holder or representative of any class of Senior Debt, and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such default or facts exist; provided, however, that unless on the third Business Day prior to the date upon which by the terms hereof any such moneys may become payable for any purpose the Trustee shall have received the notice provided for in this Section 13.7, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

  • 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.

  • Knowledge of the Company The term “Knowledge of the Company” or like words shall mean the knowledge of the Company’s and its subsidiaries’ respective boards of directors, executive officers and seniors managers, and such knowledge as any of the foregoing individuals should have obtained upon reasonable investigation and inquiry into the matter in question.

  • 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.

  • Knowledge Transfer 7.1 Three (3) months prior to the Expiry Date of the Agreement (or where the Agreement is terminated within the timescale notified by the Department) the Provider will upon request:

  • 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.

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