Knowledge Qualifiers Sample Clauses

Knowledge Qualifiers. For purposes of determining Damages and rights to indemnification under this Article IX, the representations and warranties set forth in Sections 4.5 and 5.5 shall be read without giving effect to any Knowledge Requirement set forth therein.

Knowledge Qualifiers. 58 ARTICLE X EMPLOYEE MATTERS ARTICLE XI TAX MATTERS ARTICLE XII MISCELLANEOUS

Knowledge Qualifiers. References to the "Seller's Knowledge" or "to -------------------- the knowledge of the Seller" and similar terms shall refer to the actual knowledge of the individuals listed on Schedule 1.3, without any obligation for ------------ such individuals to conduct any further investigation or inquiry.

Knowledge Qualifiers. Knowledge of the Company, Parent or Merger Sub shall be deemed, for purposes of Articles IV and V of this Agreement, to include the knowledge (including matters such person, in the exercise of his responsibilities, had a duty to inquire about) of officers, directors and other representatives of the Company set forth on Schedule 10.10 hereof, and of the officers and directors of Parent or Merger Sub on the date hereof and on any other date, including the Closing Date, on which a representation or warranty is given hereunder.

Knowledge Qualifiers. “To the knowledge of the Company” and similar phrases mean the actual knowledge of the individuals described in Section 8.3 of the Company Disclosure Letter.

Knowledge Qualifiers. Whenever a provision in this Agreement refers to the best of a party's knowledge, such provision shall refer to a party's conscious awareness after due and reasonable inquiry has been made with respect to the matters referenced thereby.

Knowledge Qualifiers. In determining whether a representation, warranty, or covenant in this Agreement has been breached where such covenant is modified by the concept of “Knowledge,” such concept will be disregarded in determining whether there has been a Breach of such representation, warranty, or covenant.

Knowledge Qualifiers. For purposes of this Agreement, to the “knowledge” of a party and similar phrases mean the actual knowledge (i) with respect to Parent and Merger Sub, of Parent’s “named executive officers” as that term is defined in Item 402 of Regulation S-K of the SEC and (ii) with respect to the Company, of the Company’s “named executive officers” as that term is defined in Item 402 of Regulation S-K of the SEC.

Knowledge Qualifiers. 78 SECTION 9.4. Construction.............................................................................. 78 SECTION 9.5. Governing Law; Jurisdiction............................................................... 78 SECTION 9.6. Counterparts; Facsimile Transmission of Signatures........................................ 79 SECTION 9.7. Assignment; Binding Effect; Third Party Beneficiaries..................................... 79 SECTION 9.8. Severability.............................................................................. 80 SECTION 9.9. Entire Agreement.......................................................................... 80 SECTION 9.10. Specific Performance; Remedies............................................................ 80 SECTION 9.11. Incorporation of Exhibits and Disclosure Letters.......................................... 80