Purchaser Knowledge Sample Clauses
The Purchaser Knowledge clause defines the extent to which the purchaser is considered to be aware of certain facts, circumstances, or information relevant to the transaction. Typically, this clause specifies whose knowledge within the purchaser's organization is deemed relevant—such as directors, officers, or specific employees—and may clarify whether knowledge includes actual awareness or also constructive knowledge (what they should have known after reasonable inquiry). By clearly delineating the scope of the purchaser's knowledge, this clause helps allocate risk between the parties, ensuring that representations and warranties are based on an agreed standard of awareness and reducing disputes over what the purchaser knew or should have known at the time of the agreement.
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Purchaser Knowledge. The right to indemnification or other remedy based upon the representations, warranties, covenants and agreements shall not be affected by any investigation (including any environmental investigation or assessment) conducted or any knowledge acquired or capable of being acquired at any time prior to Closing, with respect to the accuracy or inaccuracy of or compliance with any such representations, warranties, covenants and agreements.
Purchaser Knowledge. References in this Agreement to "Purchaser's knowledge or "the best knowledge of Purchaser" mean the actual knowledge of the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of Purchaser, without independent investigation. No constructive or imputed knowledge shall be attributed to any such individual by virtue of any position held, relationship to any other Person or for any other reason.
Purchaser Knowledge. The right to indemnification or other remedy based upon the representations, warranties, covenants and agreements shall not be affected by any investigation (including any environmental investigation or assessment) conducted or any knowledge acquired or capable of being acquired at any time prior to Closing, with respect to the accuracy or inaccuracy of or compliance with any such representations, warranties, covenants and agreements, except that no indemnification obligation will exist with respect to a breach of a representation or warranty made by Shareholders if (i) the Shareholders can demonstrate that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇, on behalf of Purchaser, had actual knowledge (without any implication of due inquiry or constructive knowledge) and understanding that such breach constituted a claim for Damages prior to Closing, (ii) Purchaser failed to disclose the same to Shareholders Representative prior to Closing, and (iii) neither Shareholders nor the Company had actual knowledge of such breach prior to Closing.
Purchaser Knowledge. Notwithstanding anything contained herein to the contrary, the indemnification rights of Purchaser and Purchaser Indemnified Persons contained in this Agreement shall not apply to a claim for a breach of a representation and warranty by Purchaser or Purchaser Indemnified Persons if (i) any individual listed on Schedule 10.7 of the Purchaser Disclosure Schedule had actual knowledge of the facts underlying such claim prior to the Closing Date and (ii) had actual knowledge prior to the Closing Date of the existence of a breach by Seller of its representations and warranties contained in this Agreement as a result thereof. The burden of proof shall be on Seller to prove the actual knowledge of any individual on Schedule 10.7 of the Purchaser Disclosure Schedule as required in the previous sentence.
Purchaser Knowledge. Purchaser and Fleager acknowledges that Fleager has acted as Purchaser's representative in connection with the negotiation and preparation of this Agreement and Purchaser's review and investigation of AQS. Purchaser and Fleager acknowledge that Fleager has previously owned and managed AQS and is familiar with the business, contracts, financial condition and prospects of AQS and possesses all such knowledge and has made all such investigations of AQS on behalf of Purchaser as Purchaser deems necessary, appropriate and proper for Purchaser to execute and perform into this Agreement. Purchaser hereby acknowledges and agrees that Seller makes no representations, warranties or covenants of any kind or nature other than as expressly set forth in Section 8 of this Agreement.
Purchaser Knowledge. Each of Purchaser and IP Purchaser has sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the transactions contemplated by this Agreement. Each of Purchaser and IP Purchaser has been given access to information requested regarding the CNS Division, including the opportunity to ask questions of and receive answers from the representatives of the Seller concerning the present and proposed activities of the CNS Division and to obtain the information which it deems necessary or advisable in order to evaluate the merits and risks of the transactions contemplated by this Agreement, and each of Purchaser and IP Purchaser has made its own independent investigation of the CNS Division and the merits and risks of the transactions contemplated by this Agreement.
Purchaser Knowledge. 12.1 None of the Indirect Interest Holders shall be liable in respect of any Claim to the extent that the facts, matters or circumstances giving rise to the relevant Claim were actually known by the Purchaser prior to the signing of this Agreement.
12.2 For the purposes of paragraph 12.1 and paragraph 7 of Schedule 13, the knowledge of the Purchaser and the Purchaser Guarantor, respectively, shall mean the actual knowledge of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Oli ▇▇▇▇▇▇▇▇ (provided that the actual knowledge of Sigurdur Oli Olafsson shall be limited to such actual knowledge as he has acquired or has been reconfirmed since 1 October 2011 as a result of his participation in the Transaction), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ in each case following their review of the Purchaser’s Due Diligence Reports.
12.3 The Purchaser agrees that it will not assert any right of privilege in relation to the disclosure of the Purchaser Due Diligence Reports to the Vendor or any Indirect Interest Holder. […] SCHEDULE 9 TAX COVENANT […] Part 2
Purchaser Knowledge. Seller shall have no liability for breach of a representation or warranty contained herein to the extent Purchaser (through its officers or its agents) obtains actual knowledge that such representation or warranty of Seller in this Agreement is not true and correct in all material respects. If Seller asserts this Section 5.12 as a defense to any claim by Purchaser for indemnification arising from a breach of any representation or warranty of Seller, Seller shall have the burden to prove that Purchaser had actual knowledge of the untruth or inaccuracy of the representation or warranty prior to the Closing. Notwithstanding anything in this Agreement to the contrary, in no event shall Purchaser's actual knowledge or Seller's cure of a breach of a representation or warranty prior to Closing limit Purchaser's right to terminate this Agreement in accordance with the terms hereof.
Purchaser Knowledge. The Sellers shall not be liable under this Article IX (but may be liable under Section 7.3 as applicable) for any Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in this Agreement if the Purchaser had actual knowledge of such inaccuracy or breach prior to the date hereof.
Purchaser Knowledge. Notwithstanding anything contained in this Agreement to the contrary, all of the representations, warranties and certifications (collectively, the “Representations”) which are made by Seller and set forth herein or in any of the documents or instruments required to be delivered by Seller hereunder, shall be subject to the following conditions and limitations: (a) there shall be no liability on the part of Seller for any breach of a Representation arising from any matter or circumstance of which Purchaser had knowledge at Closing (including matters and circumstances described in any Disclosure Notice); and (b) in the event that prior to the time of Closing, during the course of Purchaser’s inspections, studies, tests and investigations conducted pursuant to Section 4.1 hereof, or through other sources (including any Disclosure Notice), Purchaser gains knowledge of a fact or circumstance which, by its nature, indicates that a Representation was or has become untrue or inaccurate, and such fact or circumstance was not intentionally withheld from Purchaser by Seller with the intent to defraud Purchaser, then Purchaser shall not have the right to bring any lawsuit or other legal action against Seller, nor pursue any other remedies against Seller, as a result of the breach of the Representation caused thereby, but Purchaser’s sole and exclusive right and remedy shall be to terminate this Agreement, in which event the E▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the obligations that expressly survive termination of this Agreement; provided, however, that such right of termination shall not be available for breaches of Representations that have no material impact on the value of the Property. The parties hereto expressly acknowledge and agree that none of Seller’s representations, warranties or covenants herein may be relied on by the Title Company, whether by subrogation or otherwise.