No Actual Knowledge Sample Clauses

No Actual Knowledge. Notwithstanding the foregoing, each party represents and warrants to the other that it does not have any actual knowledge that the utilization of its Technology would constitute infringement of presently existing valid patents of others.
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No Actual Knowledge. No executive officer of the Company has actual knowledge of facts, omission of facts, or occurrences as of the Closing Date which would constitute the basis for maintaining a successful a claim of indemnity of the Sellers against the Buyer under Article 8 of this Agreement.
Sample 1
No Actual Knowledge. As of the execution of this Agreement, no Company Director has any actual knowledge of a breach of any representation or warranty made by PRG or Seller in this Agreement, and Purchaser is not currently preparing to make a claim against PRG or Seller with respect to any such breach.
Sample 1
No Actual Knowledge. The representations and warranties in this Article III are subject to the following: As of the date of execution of this Agreement, based upon his actual knowledge as an officer of the Company, Johnson is not aware (a) of any representation or warranty of txx Xxxxany set forth in this Article III which is not true and correct or (b) of any facts or circumstances which could reasonably be expected to result in any such representation or warranty being untrue or incorrect, in each case, where such failure of any representations or warranties to be true and correct, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect.
Sample 1

Related to No Actual Knowledge

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • Residual Knowledge Nothing contained in this Agreement shall restrict either party from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the undocumented mental impressions of such party's personnel relating to the Services which either party, individually or jointly, develops or discloses under this Agreement, provided that in doing so such party does not (a) infringe the intellectual property rights of the other party or third parties who have licensed or provided materials to the other party, or (b) breach its confidentiality obligations under this Agreement or under agreements with third parties.

  • Relationship Manager Inquiry for Actual Knowledge In addition to the electronic and paper record searches described above, the Reporting Finnish Financial Institution must treat as a U.S. Reportable Account any High Value Account assigned to a relationship manager (including any Financial Accounts aggregated with such High Value Account) if the relationship manager has actual knowledge that the Account Holder is a Specified U.S. Person.

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

  • Knowledge Whenever a representation or warranty or other statement in this Agreement (including, without limitation, Schedule I hereto) is made with respect to a Person's "knowledge," such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of the matter in question.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Knowledge of Default It is expressly understood and agreed that the Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information required to be provided by the Borrower hereunder.

  • Schedules; Knowledge Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

  • Knowledge of the Company The term “Knowledge of the Company” or like words shall mean the knowledge of the Company’s and its subsidiaries’ respective boards of directors, executive officers and seniors managers, and such knowledge as any of the foregoing individuals should have obtained upon reasonable investigation and inquiry into the matter in question.

  • Seller’s Knowledge For purposes of this Agreement and any document delivered at Closing, whenever the phrase “to the best of Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to mean and are limited to the current actual knowledge only of Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, at the times indicated only, and not any implied, imputed or constructive knowledge of such individual(s) or of Seller or any Seller Related Parties (as defined in Section 3.7 below), and without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Due Diligence Materials. Furthermore, it is understood and agreed that such individual(s) shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.

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