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.
Purchaser’s Knowledge. No officer or director of Parent or Purchaser has actual knowledge, as of the date hereof, of any state of facts which, in the judgment of Parent or Purchaser, will give rise to a Shareholder Indemnified Obligation or a Purchaser Indemnified Obligation, except for such matters as have been previously disclosed in writing to the Shareholders, the Company or their representatives.
Purchaser’s Knowledge. The Seller shall not be liable for any Claim for breach of the Warranties if and to the extent that the Purchaser is aware at the date of this Agreement (i) of the fact, matter, event or circumstance which is the subject matter of the Claim and (ii) that the fact, matter, event or circumstance could reasonably be expected to amount to a Claim.
Purchaser’s Knowledge. Due diligence The rights and remedies of the Purchaser in respect of a breach of any of the Representations shall not be affected by the signing of the Agreement, by the Due Diligence or any other investigation made by the Purchaser or by any other prior knowledge of the Purchaser (except as may result from the Disclosure Schedules and then only within the limits of Clause 9.2 hereof), by the giving of any time or other indulgence by the Purchaser to any person, by the Purchaser rescinding or not rescinding this Agreement, or by any other cause whatsoever except a specific waiver or release by the Purchaser in writing and any such waiver or release shall not prejudice or affect any remaining rights or remedies of the Purchaser.
Purchaser’s Knowledge. Notwithstanding anything contained in this Contract to the contrary, Seller shall have no liability for breaches of any representations, warranties and certifications (individually, a “Representation” and collectively, the “Representations”) that are made by Seller herein or in any of the documents or instruments executed by Seller and required to be delivered by Seller hereunder if Purchaser, its officers, employees, shareholders, members, partners, or agents had knowledge of such breach by Seller and Purchaser nevertheless elects to proceed to close the transaction contemplated by this Contract. Accordingly, Purchaser shall not otherwise 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 such Representation caused thereby.
Purchaser’s Knowledge. The Sellers shall not be liable for a Relevant Claim for breach of the Warranties if and to the extent that the Purchaser has actual knowledge (not constructive or implied knowledge) at the date of this Agreement of the specific fact, matter, event or circumstance which is the subject matter of the Relevant Claim.
Purchaser’s Knowledge. The Purchaser hereby agrees that to the extent any representation or warranty of Vendor made herein is, to the actual knowledge of Purchaser prior to the Closing, untrue or incorrect, (i) the Purchaser shall have no rights thereunder by reason of such untruth or inaccuracy and (ii) any such representation or warranty by Vendor shall be deemed to be amended to the extent necessary to render it consistent with such knowledge of the Purchaser.
Purchaser’s Knowledge. Where a representation or warranty is stated to be based on or to the knowledge of Purchaser, such phrase or words of similar import shall refer solely to the actual knowledge, after due inquiry, of Xxxxxx Xxxxxxxxx, Purchaser’s Chief Executive Officer, as of the date of this Agreement.
Purchaser’s Knowledge. None of the Vice Chairman and Chief Financial Officer, Executive Vice President, Secretary and General Counsel, or Senior Vice President Acquisitions and Corporate Development of Purchaser has, as of the Contract Date and after reasonable inquiry of such person’s direct reports working on the transactions contemplated by this Agreement, actual knowledge of any breach by Seller of any representation or warranty made by Seller as of the Contract Date under this Agreement.