Common use of Knowledge Clause in Contracts

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 19 contracts

Samples: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.), Membership Interests Purchase Agreement (Stratim Cloud Acquisition Corp.), Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)

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Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 1.4 of the Company Disclosure Letter Letter, and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as that such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports; the phrase “to the knowledge” of any Acquiror Party shall mean the actual knowledge of the officers of any Acquiror Party and the knowledge that such individuals would have acquired after reasonable inquiry or investigation.

Appears in 4 contracts

Samples: Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.4 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror HCM shall mean the knowledge of the individuals identified on Section 1.3 1.4 of the Acquiror HCM Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 3 contracts

Samples: Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp)

Knowledge. As used herein, (ia) the phrase “to the knowledge of the Company” or “to the Company’s knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.3(a) of the Company Disclosure Letter and Letter; (iib) the phrase “to the knowledgeknowledge of SPACof Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.3(b) of the Acquiror SPAC Disclosure Letter, in each casecase of clauses (a) and (b), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pacifico Acquisition Corp.), Agreement and Plan of Merger (Pacifico Acquisition Corp.), Agreement and Plan of Merger (CF Acquisition Corp. V)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company or words of similar import shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror or words of similar import shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports.

Appears in 3 contracts

Samples: Business Combination Agreement (DUET Acquisition Corp.), Business Combination Agreement (Aura Fat Projects Acquisition Corp), Business Combination Agreement (Fat Projects Acquisition Corp)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (iib) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Xos, Inc.), Agreement and Plan of Merger (Revolution Acceleration Acquisition Corp), Agreement and Plan of Merger (NextGen Acquisition Corp)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and Letter, (iib) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reportsreports and (c) the phrase “to the knowledge” of an Acquisition Entity shall mean the actual knowledge of the directors of the respective Acquisition Entities.

Appears in 2 contracts

Samples: Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of direct reportsreports responsible for the applicable subject matter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KINS Technology Group, Inc.), Agreement and Plan of Merger (Inpixon)

Knowledge. As used herein, (ia) the phrase “to the knowledge of the Company” or “to the Company’s knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.4(a) of the Company Disclosure Letter and Letter; (iib) the phrase “to the knowledgeknowledge of Acquirorof Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.4(b) of the Acquiror Disclosure Letter, in each casecase of clauses (a) and (b), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CF Acquisition Corp. VIII), Agreement and Plan of Merger (CF Finance Acquisition Corp. III)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports.

Appears in 2 contracts

Samples: Subscription Agreement (PropertyGuru Group LTD), Subscription Agreement (Bridgetown 2 Holdings LTD)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.4 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.4 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 2 contracts

Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Business Combination Agreement (Freedom Acquisition I Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (iib) the phrase “to the knowledge” of Acquiror SPAC shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror SPAC Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of their respective direct reports.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Merger (Eleusis Inc.), Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of such individual’s direct reports.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Empower Ltd.), Support Agreement (Mobile Infrastructure Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.3(a) of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.3(b) of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reportsinquiry.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GP Investments Acquisition Corp.)

Knowledge. As used herein, (ia) the phrase phrases “to the knowledge of the Company” or “to the Company’s knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 in ‎Section 1.4(a) of the Company Disclosure Letter Letter; and (iib) the phrase “to the knowledge of SPAC” or “to SPAC’s knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 in ‎Section 1.4(b) of the Acquiror SPAC Disclosure Letter, in each casecase of clauses (a) and (b), as such individuals would have acquired in the exercise of following a reasonable inquiry of their respective direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (CF Acquisition Corp. VI)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge (as opposed to imputed or constructive knowledge) of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” (as opposed to imputed or constructive knowledge) of Acquiror Parent shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Parent Disclosure Letter, in each casecase of the foregoing clauses (i) and (ii), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (Nebula Caravel Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and Letter, (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, Letter and (iii) the phrase “to the knowledge” of the Blocker shall mean the knowledge of the individuals identified on Section 1.3 of the Blocker Disclosure Letter in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aspirational Consumer Lifestyle Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (iib) the phrase “to the knowledge” of Acquiror Parent shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Parent Disclosure Letter, in each casecase of clauses (a) and (b), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (RedBall Acquisition Corp.)

Knowledge. As used herein, : (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Letter; and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (dMY Technology Group, Inc. IV)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company Companies or the Holder shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 1.4 of the Company Disclosure Letter Letter, and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as that such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports; the phrase “to the knowledge” of any Purchaser Party shall mean the actual knowledge of the officers of any Purchaser Party and the knowledge that such individuals would have acquired after reasonable inquiry or investigation.

Appears in 1 contract

Samples: Business Combination Agreement (Acri Capital Acquisition Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge (as opposed to imputed or constructive knowledge) of the individuals identified on Section 1.3 1.03 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” (as opposed to imputed or constructive knowledge) of Acquiror SPAC shall mean the knowledge of the individuals identified on Section 1.3 1.03 of the Acquiror SPAC Disclosure Letter, in each casecase of the foregoing clauses (i) and (ii), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (TWC Tech Holdings II Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror SPAC shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror SPAC Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (SC Health Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the actual knowledge of each of the individuals identified on Section 1.3 executive officers of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired disclosed in the exercise of a reasonable inquiry of direct reportsAcquiror SEC Filings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Khosla Ventures Acquisition Co. II)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (iib) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals have acquired or would have acquired in the exercise of a after reasonable inquiry of direct reportsreports with administrative or supervisory responsibility for the relevant matter that is being represented.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marquee Raine Acquisition Corp.)

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Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of, after reasonable inquiry of direct reports and investigation (a) in the case of the Company, the individuals identified on Section 1.3 1.03 of the Company Disclosure Letter and Letter, and, (iib) in the phrase “to case of any or all of the knowledge” of Acquiror shall mean the knowledge of Parties, the individuals identified on Section 1.3 1.03 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DFP Healthcare Acquisitions Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Company Disclosure Letter and Letter, (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Acquiror Disclosure Letter, Letter and (iii) “to the knowledge” of Blocker Company means the knowledge of the officers of the relevant Blocker Company in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of such individual’s direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Founder SPAC)

Knowledge. As used herein, (i) the phrase “to the knowledgeKnowledge ofof or “the Knowledge of” the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Schedule 1.05(a) and (ii) the phrase “to the knowledgeKnowledge” or “the Knowledge of” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure LetterSchedule 1.05(b), in each case, as such individuals would have actually acquired in the exercise of a reasonable inquiry of his, her or their direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Starboard Value Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror Bright Lights shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Bright Lights Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (Bright Lights Acquisition Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company (or phrases of similar import) shall mean the actual knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Letter, or knowledge as such individuals would have acquired in the exercise of reasonable inquiries of direct reports, and (iib) the phrase “to the knowledge” of Acquiror (or phrases of similar import) shall mean the actual knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, or knowledge as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BurTech Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledgeKnowledge ofof or “the Knowledge of” the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Schedule 1.04(a) and (ii) the phrase “to the knowledgeKnowledge” or “the Knowledge of” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure LetterSchedule 1.04(b), in each case, as such individuals would have actually acquired in the exercise of a reasonable inquiry of his, her or their direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (OCA Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company Parties shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 officers of the Acquiror Disclosure LetterAcquiror, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Khosla Ventures Acquisition Co.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the actual knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Growth for Good Acquisition Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of such individual’s direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fifth Wall Acquisition Corp. III)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of direct reportsinquiry.

Appears in 1 contract

Samples: Joinder Agreement (Motive Capital Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company or the Members shall mean the knowledge of the individuals identified on Section 1.3 of the Company Member Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror or the Purchasers shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)

Knowledge. As used herein, (i) the word “knowledge” or the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Letter, and (ii) the word “knowledge” or the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (Cohn Robbins Holdings Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the actual knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GP Investments Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge of the Company” or “to the Company’s knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.4(i) of the Company Disclosure Letter and Letter; (ii) the phrase “to the knowledgeknowledge of Acquirorof Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.4(ii) of the Acquiror Disclosure Letter, in each casecase of clauses (i) and (ii), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CF Finance Acquisition Corp II)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RMG Acquisition Corp. III)

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