VENDOR'S KNOWLEDGE Clause Samples
The "Vendor's Knowledge" clause defines the extent to which the vendor is deemed to be aware of certain facts, circumstances, or issues relevant to the contract. Typically, this clause clarifies whether the vendor's knowledge is limited to the actual awareness of specific individuals within the vendor's organization, or if it includes information that should have been discovered through reasonable inquiry. For example, it may specify that only the knowledge of senior management is relevant, or that the vendor is expected to have made reasonable investigations. The core function of this clause is to set clear boundaries on the vendor's representations and warranties, thereby allocating risk and preventing disputes over what the vendor was expected to know at the time of contracting.
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VENDOR'S KNOWLEDGE. The knowledge or awareness of Vendor herein consists of the actual knowledge or awareness of its current officers and employees who are primarily responsible for the matter in question in the course of their normal duties (other than those employees employed in the field who do not have management responsibilities), after reasonable inquiry of Vendor’s applicable files and records. For these purposes, knowledge and awareness do not include the knowledge of any Third Party or constructive knowledge. Vendor does not have any obligation to make inquiry of Third Parties or the files and records of any Third Party or public authority in connection with representations and warranties that are made to its knowledge or awareness.
VENDOR'S KNOWLEDGE. Where in this Agreement, or in any certificate or document delivered in connection herewith or in implementation of any of the transactions contemplated hereby, any statement, representation or warranty is made as to, or as being based on, the knowledge of the Vendor, or words to like effect, such statement, representation or warranty will be construed as including only matters within the actual knowledge of the Responsible Persons after having made reasonable inquiry of those Persons who directly report to them and who would reasonably be expected to possess or to have access to information as to the applicable subject matter, and otherwise without independent investigation, and does not include constructive or imputed knowledge of the Responsible Persons or any of them or the knowledge, information or belief of any other Person.
VENDOR'S KNOWLEDGE. Where any representation or warranty is expressed to be given by the Vendor to the best of its knowledge or to its knowledge or is otherwise expressed to be limited in scope to matters known to the Vendor or of which the Vendor is aware, the Vendor thereby confirms that it has made appropriate enquiries of (i) the Chief Operating Officer of CPR's E & N Railfreight division; (ii) with respect to subsections 3.4 and 3.10, the appropriate person or persons in the Vendor's legal department; and (iii) with respect to subsection 3.12, the Vendor's Manager of Environmental Affairs, and such parties have no actual knowledge of the incompleteness or inaccuracy of the subject representation or warranty.
VENDOR'S KNOWLEDGE. In this Agreement, subject to clause 2.5(b), where there is a reference to the knowledge, belief or awareness (or similar expression) of the Vendors or a Vendor (as the case may require): (a) that is a reference to the actual knowledge, as at the date of this Agreement, of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ (in respect of TINZ) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (in respect of Tesbrit), and will be deemed to include such matters that each such individual would be aware of had he made reasonable enquiries at the date of this Agreement in relation to the relevant matter of ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (and, for this purpose, reasonable enquiries means enquiries of these persons only, and does not require enquiries of any other nature or of any other person) but does not include any matters of which such individual has only constructive knowledge of; and (b) for clarity, and without limiting clauses 20.2 or 20.4, none of the persons named in this clause will (in the absence of fraud) bear any personal liability in respect of the Warranties or otherwise under this Agreement.
VENDOR'S KNOWLEDGE. Where in this Agreement, or in any certificate or document delivered in connection herewith or to effect any of the transactions contemplated hereby, any statement, representation or warranty is made as to, or as being based on, the awareness, knowledge, information or belief of the Vendor, such awareness, knowledge, information or belief, as applicable, is limited to the actual knowledge, after due inquiry, of: (a) any director or officer of PCI, PAC, the Purchased Corporations and the PCC Limited Partnership, and (b) the officers and directors of the Manager who are responsible for the supervision of the subject matter of such statement, representation and warranty.
VENDOR'S KNOWLEDGE. For the purposes of this Agreement and the Disclosure Letter, where any Warranty is qualified by the expression “so far as the Vendor is aware” or “to the best of the knowledge, information and belief of the Vendor” or by any similar qualification, such Warranty is given on the basis that enquiries have been made only of the Relevant Individuals but not of any other person, and that such Relevant Individuals have taken all reasonable steps necessary to inquire as to the accuracy of the statements contained in the Warranties. For the purposes of the foregoing the Relevant Individuals are:
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(d) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 9 Tax
9.1 Each of the Parties shall comply with their respective obligations under the Tax Deed.
9.2 The provisions of paragraph 3 to the Tax Deed shall apply to limit the liability of the Vendor under the Tax Warranties.
VENDOR'S KNOWLEDGE. Where any of the Warranties is qualified by the expression "to the best of the knowledge, information and belief of the Vendor" or "so far as the Vendor is aware" or any similar expression, that Warranty shall be deemed to be given only on the basis of matters within the actual knowledge of any employee or officer [The draft Agreement should acknowledge that it may be necessary, on a case-by-case basis, to specify a certain level or category of employee or officer, here.] of the Vendor involved or concerned in the Offshore Transmission System and/or the Business.
VENDOR'S KNOWLEDGE. Where in this Agreement, or in any certificate or document delivered in connection herewith or to effect any of the transactions contemplated hereby, any statement, representation or warranty is made as to, or as being based on, the awareness, knowledge, information or belief of the Vendor, such awareness, knowledge, information or belief, as applicable, is limited to the actual knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇ ▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
VENDOR'S KNOWLEDGE. For the purposes of this Agreement and the Disclosure Letter, where any Warranty is qualified by the expression “so far as the Vendor is aware” or “to the best of the knowledge, information and belief of the Vendor” or by any similar qualification, such Warranty is given on the basis that enquiries have been made only of the Relevant Individuals but not of any other person, and that such Relevant Individuals have taken all reasonable steps necessary to inquire as to the accuracy of the statements contained in the Warranties. For the purposes of the foregoing the Relevant Individuals are:
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(b) A▇▇▇▇▇▇▇ ▇▇▇▇
(c) R▇▇▇▇ ▇▇▇▇▇; and
VENDOR'S KNOWLEDGE. In this agreement, a reference to the Vendor's knowledge means the actual knowledge of:
(a) the managing director, finance director and company secretary of the Vendor;
(b) each director and company secretary of the Bodies Corporate;
(c) the general manager, operations manager and senior finance executive of each of the Bodies Corporate; and