Parent's Knowledge Sample Clauses

Parent's Knowledge. The term "Parent's knowledge" or words of similar import shall mean the actual knowledge after due inquiry of any of Parent's directors and executive officers.
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Parent's Knowledge. In relation to a Permitted Acquisition or a Permitted Equity Funded Acquisition, the Parent is not aware of any event, fact or circumstance which would constitute a breach of warranty or misrepresentation or breach of contract or other claim against the vendors if all references in the Acquisition Documents to "so far as the vendors are aware" or similar were deleted.
Sample 1
Parent's Knowledge. Parent represents that it is a sophisticated party. Parent understands and agrees that, any financial forecasts or projections (other than the Pro Forma Balance Sheet pursuant to Section 5.04) relating to the Business prepared by or on behalf of CES or the Company have been provided to Parent with the understanding and agreement that neither CES nor the Company is making any representation or warranty with respect to such forecasts or projections and that actual future results may vary from such forecasts or projections based upon numerous factors.
Sample 1
Parent's Knowledge. For purposes of this Agreement, the term "To Parent's knowledge," or words to that effect, shall be deemed to mean information that was actually known as of the Closing Date by any of Xxxxxx Xxxxxxxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxxx or Xxxxxxx Xxxxxxx.
Sample 1
Parent's Knowledge. Indemnitee’s right to indemnification in accordance with this Section ‎10 shall not be affected by any knowledge acquired at any time by Parent, whether before or after the execution of this Agreement or the Closing, including by a due diligence examination.
Sample 1
Parent's Knowledge. 3 1.18 Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.19
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Parent's Knowledge. 3 Patent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Sample 1
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Parent's Knowledge. For purposes of this Agreement and all certificates and other documents delivered in connection herewith, the term "Parent's knowledge" or "Parent's best knowledge" or similar phrases shall mean the knowledge of each member of the board of directors of the Parent and Pietxx Xxxxxxx (Xxad of Finance of the Parent), which shall be deemed to include the knowledge that such person would have had if he or she had made reasonable inquiry.
Sample 1
Parent's Knowledge. As of the date hereof, Parent believes that, based on all documents, communications and other evidence made known to Parent, the Sponsors and/or their legal advisors, and in light of the circumstances under which they were made known to Parent, the Sponsors and/or their legal advisors, the representation in Section 3.09(b) is accurate.
Sample 1

Related to Parent's Knowledge

  • 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.

  • Purchaser’s Knowledge The Purchaser has sufficient knowledge, understanding, and experience, either independently or together with his, her or its purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Offering Materials, and such knowledge, understanding, and experience enables the Purchaser to evaluate the merits and risks of purchasing the Tokens.

  • 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.

  • 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 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.

  • 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 Transfer 7.1 Three (3) months prior to the Expiry Date of the Agreement (or where the Agreement is terminated within the timescale notified by the Department) the Provider will upon request:

  • 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 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.

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