Purchaser’s Knowledge. The Seller shall not be liable for any Claim under or in respect of the Seller’s Warranties to the extent that the Purchaser is actually aware at the date of this Agreement (i) of the facts, matters or circumstances which are the subject matter of the Claim and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Claim.
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. Due diligence
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. The actual knowledge of Purchaser’s officers and directors after reasonable inquiry.
Purchaser’s Knowledge. The Warranties are given subject to matters fairly disclosed in this Agreement or in the Disclosure Letter, but no other information relating to the Sale Group of which the Purchaser has knowledge (actual or constructive) shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable.
Purchaser’s Knowledge. Any and all uses of the phrase, “to the best of the Purchaser’s knowledge” or other references to Purchaser’s knowledge in this Agreement shall mean the actual, present, conscious knowledge of Xxxxxxx Xxxxxxx as to a fact at the time given without investigation or inquiry and as of the Closing Date.
Purchaser’s Knowledge. The Sellers shall not be liable under or in connection with this Agreement in respect of a claim if the Purchaser, any of the Purchaser’s direct or indirect shareholders, or any director, officer, employee, agent, advisor or other representative of the Purchaser or of any of the Purchaser’s direct or indirect shareholders who has been involved in the negotiation or preparation of this Agreement (including without limitation the due diligence performed in relation to the Group and its Business), has on the date of this Agreement knowledge of the underlying facts constituting a Breach. In particular without limitation, the following facts shall be deemed known by the Purchaser on the date of this Agreement:
(i) all matters disclosed, contained or referred to in this Agreement;
(ii) all matters Fairly Disclosed in the documents which have been made accessible to the Purchaser and any members of corporate bodies or any employees, advisors and/or any other representatives of the Purchaser during the period commencing on 12 June 2015 and ending on 23 June 2015, 3:00 am CET through a virtual data room operated by Xxxxxxx DataSite (the “Data Room”) for purposes of conducting a due diligence of the Group; for identification purposes these documents have been stored on an electronic data storage medium and handed over to the acting notary to be taken into custody until the expiry of the limitation periods pursuant to this Agreement pursuant to the terms and conditions set out in Schedule 12.4.4(ii);
(iii) all matters Fairly Disclosed in the documents which have been made accessible to the Purchaser and any members of corporate bodies or any employees, advisors and/or any other representative of the Purchaser during the period commencing on 23 June 2015, 3:01 am CET until 24 June 2015, 7 pm CET via emails for purposes of conducting a due diligence of the Group; for identification purposes these documents have been stored on an electronic data storage medium and handed over to the acting notary to be taken into custody until the expiry of the limitation periods pursuant to this Agreement pursuant to the terms and conditions set out in Schedule 12.4.4(ii);
(iv) all answers provided in the Q&A process during the period set out under Clause 12.4.4(ii);
(v) all information which is available in governmental records open to the public worldwide on the date of this Agreement including, without limitation, all matters contained or referred to (a) on the public files of the G...
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.
