Common use of VENDOR'S KNOWLEDGE Clause in Contracts

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.