Meaning of Knowledge. (a) "Knowledge of the Purchaser", or any other similar knowledge qualification, means the actual knowledge of any director or officer of the Purchaser after due inquiry.
Meaning of Knowledge. For purposes of this Article 5 knowledge means the knowledge of facts or circumstances which would indicate to a reasonable person the existence of the fact or circumstance. ARTICLE 6 -
Meaning of Knowledge. For the purposes of this Agreement, any reference to the existence or absence of facts which is indicated to be based on the Knowledge of NCSI means the actual knowledge of any of the Shareholders or the Key Employees of CSI or CCSI.
Meaning of Knowledge. Any representation or warranty that is made on the basis of the knowledge or awareness of the Golden Entities, or any of them, shall be deemed to refer to the best of the knowledge or awareness of the current officers and senior employees of the Golden Entities whose employment responsibilities relate to the matter in question after reviewing all relevant records and making due inquiries regarding the relevant matter in question.
Meaning of Knowledge. With respect to any representation or warranty made to the “knowledge” of a Person: (a) an individual shall be deemed to have knowledge of a fact or other matter if the individual is actually aware of such fact or other matter, or if a prudent individual could be reasonably expected to discover or otherwise have knowledge of such fact or other matter due to his/her position or function, (b) an entity, other than a Seller, shall be considered to have “knowledge” of a fact or other matter if any individual who is serving as a director, manager or senior executive or officer of such entity has, or at any time had, knowledge of such fact or other matter, and (c) each Seller shall be deemed to have “knowledge” of a fact or other matter known to the Company or any Subsidiary that has been at any point in time discussed, submitted to the participants of the relevant meeting in writing and resolved on at a shareholders’ general meeting or a Board of Directors’ meeting of the Company or any Subsidiary. Moreover, each Seller shall be deemed to have “knowledge” of a fact or other matter (i) if any non independent member of the Board of Directors of the Company appointed by it, as contemplated in the Shareholders’ Agreements, is actually aware of such fact or other matter, or (ii) after due inquiry, and “due inquiry” shall mean that the relevant Seller has asked the incumbent Chief Executive Officer of the Company and the Chief Executive Officer has, after due inquiry to the appropriate senior executive or officer of the Company and/or Subsidiaries, informed the relevant Seller about such fact or matter, provided, however, that each matter informed or reported by the Company in its financial statements (demonstrações financeiras padronizadas (DFPs) or informações trimestrais (ITRs) and mandatory reference forms (formulários de referência) filed by the Company before the CVM will be deemed to be of the knowledge of each Seller.
Meaning of Knowledge. 25 4.35 Assignment and Assumption Agreement . . . . . . . . . . . . .25 4.36
Meaning of Knowledge. Whenever a provision of this Agreement provides that a matter is "to the knowledge of Sellers," or "to the knowledge of Sellers or the Company as of the Closing Date," or words to similar effect, such phrase shall mean the actual knowledge of any manager or any person or officer holding a position senior to that of manager, or of any director, of the Sellers or the Company as of the Closing Date. Sellers have instituted and substantially implemented a multi-faceted corporate compliance program for the Sellers, the Company, and the Subsidiaries which is designed to xxxxxx compliance by employees of Sellers, the Company, and the Subsidiaries with all legal obligations of the Company and the Subsidiaries and to further the process of bringing to the attention and knowledge of senior officers of the Sellers, the Company, and the Subsidiaries instances of non-compliance.
Meaning of Knowledge. Agreement of Purchase and Sale of Shares /21 For the purposes of this Agreement and unless explicitly limited to "actual knowledge", a Person will be deemed to have "Knowledge" of a particular fact or other matter if:
Meaning of Knowledge. References herein to the -------------------- "knowledge" of Company refer to the actual knowledge of its officers as well as the knowledge that such persons would have after reasonable due inquiry of the relevant matters (regardless of whether such reasonable inquiry was actually performed).
Meaning of Knowledge. For all purposes of this Agreement, any reference to the existence or absence of facts which is indicated to be based on a Party's knowledge, is intended to signify that no information has come to the attention of any current officer or director of such Party that would give such Person constructive or actual knowledge of the existence or absence of such facts. For the purposes of this Agreement, a Person shall have constructive "knowledge" of a fact, event, condition or circumstance when she or he has knowledge that would lead a reasonable Person to inquire as to the existence or absence of such fact, event, condition or circumstance.
