Common use of Knowledge Clause in Contracts

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.

Appears in 6 contracts

Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)

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Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.

Appears in 5 contracts

Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company or GRSthe Buyer, any of their respective directors or executive officers who are stockholders (and, in the case of the Company, the directors and executive officers of the Subsidiary) with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Interamericas Communications Corp), Stock Purchase Agreement (Interamericas Communications Corp), Stock Purchase and Redemption Agreement (Neff Corp)

Knowledge. The term "Knowledge" shall mean “knowledge” means, with respect to any party as to any particular matter, the actual knowledge of a party or, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and of such knowledge of any party regarding such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madematter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Versant Corp), Agreement and Plan of Merger (Connetics Corp)

Knowledge. The term "Knowledge" shall mean “knowledge” means, with respect to any party as to any particular matter, the actual knowledge of a the directors and officers of such party or, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and regarding such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madematter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (LEO Pharma a/S), Agreement and Plan of Merger (Peplin Inc)

Knowledge. The term "Knowledgeknowledge" shall mean the mean, with respect hereto, actual knowledge knowledge, after reasonable inquiry, of a party or, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to either party, any independent contractors, any members of its Board of Directors or any officer of that party with the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madetitle ranking not less than senior vice president.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Change Technology Partners Inc), Agreement and Plan of Merger (Change Technology Partners Inc)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party orthe Stockholder or any of the other directors, in the case officers or managerial personnel of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to the representation being madematter in question, and such knowledge as the Stockholder or any of any such persons as the other directors, officers or managerial personnel of the Company reasonably should have obtained upon due diligent investigation and inquiry into the representation being madematter in question.

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (GenuTec Business Solutions, Inc.), Amended and Restated Agreement and Plan of Merger (GenuTec Business Solutions, Inc.)

Knowledge. The term "Knowledge" shall mean means (i) the actual knowledge of such --------- --------- party's partners, officers, directors, principals, Affiliates or agents; and (ii) the knowledge that a party or, business person would have obtained in the case conduct of the Company his or GRS, any of their respective directors or executive officers who are stockholders her business after exercising reasonable diligence with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madeparticular matter in question.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Tower Systems Corp)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company Company, 2Connect, or GRS, Acquisition any of their respective directors or executive officers who are stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.executive

Appears in 1 contract

Samples: Employment Agreement (2connect Express Inc)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company Companies or GRS, any of their respective directors or executive officers who are stockholders shareholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

Knowledge. The term "Knowledge" shall mean ” means, with respect to any party as to any particular matter, the actual knowledge after due inquiry of a the executive officers of such party orregarding such matter, and in the case of the Company or GRSCompany, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madeCompany’s controller.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Versant Corp)

Knowledge. The term "Knowledge" “knowledge” shall mean the actual knowledge of a party or, in the case any of the Company directors, officers or GRS, any managerial personnel of their respective directors or executive officers who are stockholders a Party with respect to the representation being madematter in question, and such knowledge of any such persons as the directors, officers or managerial personnel of a Party reasonably should have obtained upon due diligent investigation and inquiry into the representation being madematter in question.

Appears in 1 contract

Samples: Stock Exchange Agreement (Solar Thin Films, Inc.)

Knowledge. The term "Knowledge" shall mean ” means, with respect to any party as to any particular matter, the actual knowledge of a the directors and officers of such party or, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and regarding such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madematter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transmeta Corp)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case either of the Company parties to which such term relates or GRS, any of their respective directors the directors, officers or executive officers who are stockholders managerial personnel of the parties to which such term relates with respect to the representation being madematter in question, and all knowledge with respect to such knowledge matter that any of the parties to which such term relates or any of the directors, officers or managerial personnel of such persons as party reasonably should have obtained upon due investigation and inquiry into the representation being madematter in question.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magicworks Entertainment Inc)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders Stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

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Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company SA, SAI or GRS, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

Knowledge. The As used in this Agreement, the term "Knowledgeknowledge" shall mean the actual knowledge of any fact, circumstance or condition by the officers or employees at a manager or higher level of the party or, involved as such knowledge has been obtained in the case of the Company or GRS, any performance of their respective directors or executive officers who are stockholders with respect to duties in the representation being made, ordinary course of business after making reasonable and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madeappropriate inquiries.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Houston Exploration Co)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company or GRSthe Buyer, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.

Appears in 1 contract

Samples: Stock Purchase and Subscription Agreement (Neff Corp)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party or, in the case of the Company or GRSthe Buyer, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being made.

Appears in 1 contract

Samples: Stock Purchase Agreement (Neff Corp)

Knowledge. The term "Knowledge" shall mean ” means, with respect to any Party, the actual knowledge of persons responsible for the relevant subject matter for such Party and the knowledge that any person who is in a party ormanagement or executive position with such Party would have assuming due inquiry, in the case of the Company or GRS, any of given their respective directors or executive officers who are stockholders with respect to the representation being maderole, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madefacts related to such matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (St. Bernard Software, Inc.)

Knowledge. The term "Knowledge" shall mean the actual knowledge of a party orand, in the case of the Company Buyer or GRSSeller, of any of their respective such entity's directors or executive officers who are stockholders with respect to the representation being made, and and, in the case of the Stockholder, such knowledge of any such persons as reasonably should have been obtained upon due investigation and inquiry into the representation being made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Resolve Staffing Inc)

Knowledge. The term "Knowledge" Knowledge shall mean the actual knowledge of a party ormean, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to a Party or its Affiliates, the representation being madeactual awareness of a certain fact or information by an officer or senior manager or other employee with a similar responsibility, and such knowledge regardless of any such persons as reasonably should have obtained upon due investigation and inquiry into title, of the representation being madeParty or its Affiliate.

Appears in 1 contract

Samples: Product Development and License Agreement (Dyax Corp)

Knowledge. The term "Knowledge" shall mean with respect to a party hereto, with respect to any fact, circumstance, event or other matter in question, the actual knowledge of a any current executive officer or director of such party or, after reasonable inquiry of those employees of such party and its subsidiaries with the primary administrative or operational responsibility for such matter in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to the representation being made, and such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madequestion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pegasystems Inc)

Knowledge. The term "Knowledge" Knowledge shall mean the actual knowledge of a party ormean, in the case of the Company or GRS, any of their respective directors or executive officers who are stockholders with respect to a Party or its Affiliates, the representation being madeactual awarness of a fact or information by an officer or senior manager or other person with similar responsibility, and regardless of title, of such knowledge of any such persons as reasonably should have obtained upon due investigation and inquiry into the representation being madeParty or Affiliate.

Appears in 1 contract

Samples: Joint Development and License Agreement (Dyax Corp)

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