LIMITATION AS TO KNOWLEDGE Sample Clauses

LIMITATION AS TO KNOWLEDGE. To the extent that any inaccuracy or breach of any representation or warranty is expressly disclosed to the Purchaser or the Vendors in this Agreement or any Schedule attached hereto in such a manner and with such particulars as to allow the Purchaser or the Vendors, as the case may be, to make a reasonable assessment of the facts giving rise to the inaccuracy or breach and the associated liability in respect thereof, or to the extent that such inaccuracy or breach is actually known to the Purchaser or the Vendors, as the case may be, prior to or at the Time of Closing and the Purchaser or the Vendors, as the case may be, completes the transactions contemplated hereunder, the Purchaser's and the Vendors' entitlement to an Indemnification Claim in respect of such inaccuracy or breach shall be reduced accordingly. The foregoing limitation shall not apply to the Purchaser in respect of any Indemnification Claim made in respect of any Tax matters.

LIMITATION AS TO KNOWLEDGE. Whenever a statement regarding the existence or absence of facts in this Agreement is qualified by a phrase such as "to such person's knowledge," "known to such person," or variations thereof, it is intended by the parties that the only information to be attributed to such person is information actually or constructively known to (i) such person, in the case of an individual, or (ii) in the case of a corporation, any director or officer of such corporation, and additionally in the case of Encore, any director or officer of its Subsidiary. A person shall be deemed to have "constructive knowledge" of those matters which the individual