Knowing Misrepresentation definition

Knowing Misrepresentation means that (a) a representation or warranty of the Company contained in this Agreement or any certificate furnished by the Company to the Buyer pursuant to this Agreement was incorrect at the time such representation or warranty was initially made and (b) any of the Designated Officers actually and consciously knew that such representation or warranty was incorrect when it was initially made and did not correct such inaccuracy.

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Knowing Misrepresentation means the making of a representation or warranty in this Agreement or in any certificate, document or instrument delivered at or prior to the Closing pursuant to the terms of this Agreement (in each case as qualified and limited by applicable provisions of the Company Disclosure Schedule) with the actual knowledge at the time of making the representation or warranty that such representation or warranty was false or inaccurate.

Knowing Misrepresentation means that (a) the Stockholders made a representation or warranty in this Agreement or any closing certificate furnished by the Stockholders to Purchaser pursuant to this Agreement that was incorrect on the date made and (b) the Stockholders made such representation or warranty with the Knowledge on such date that the representation or warranty was incorrect when made.

Examples of Knowing Misrepresentation in a sentence

Knowing Misrepresentation or Omission............................................................33 7.10.
Any falsity or inaccuracy in any of the underlying facts that are the subject of any representation and/or warranty made in good faith by Sellers’ to their knowledge or actual knowledge shall, except to the extent constituting a Knowing Misrepresentation, constitute an “Innocent Misrepresentation”.
In the case of (A) claims based on fraud or Knowing Misrepresentation, (B) claims under Sections 6.1(b) through Section 6.1(h), (C) claims based on a breach of any of the Fundamental Representations, the Company Shareholders shall have personal liability for all Damages incurred by the Buyer, subject to the limitations set forth in Section 6.4(c).
Subject to Section 11.12, from and after the Closing, the rights of the Parties under ARTICLE IX shall be the sole and exclusive remedy of the Parties with respect to the subject matter of ARTICLE IX (other than claims based upon fraud or, with respect to Seller, a Knowing Misrepresentation).
Knowing Misrepresentation shall mean any breach of a representation or warranty that is qualified as to Stockholders' knowledge or any knowing breach of a representation or warranty that is not qualified as to Stockholders' knowledge.

More Definitions of Knowing Misrepresentation

Knowing Misrepresentation means that, to the actual knowledge of any of the employees listed on Schedule 9.04, a representation or warranty set forth in Article 3 or Article 5 was incorrect when made.

Knowing Misrepresentation means any breach of a representation or warranty that is qualified as to the Corporation’s or Buyer’s knowledge, or any knowing breach of a representation or warranty that is not qualified as to the Corporation’s or Buyer’s knowledge as to which the Corporation or Buyer had actual knowledge of its falsity. “To the knowledge,” “knowing” or similar expressions shall mean (i) with respect to the Corporation, the actual knowledge of the Managers, the Corporation’s officers and the members of the Corporation’s Board of Directors as of the date hereof, and (ii) with respect to the Buyer, the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇.

Knowing Misrepresentation means a misrepresentation by Seller under this Agreement where: (i) such misrepresentation is material; (ii) such misrepresentation is knowing and willful; and (iii) one or more of the persons listed on Schedule 10.3(a), without any obligation of investigation, had actual knowledge, at the time of such misrepresentation, (A) that Seller was making a misrepresentation and (B) of the consequences of such misrepresentation under this Agreement.

Knowing Misrepresentation means, with respect to a representation or warranty made by the Company in this Agreement, that such representation or warranty was false when made and that the individuals set forth on Schedule 10.2 actually and consciously knew that such representation or warranty was false when made; provided, however, it is expressly agreed that no representation or warranty is being made with respect to the Excluded Items.

Knowing Misrepresentation means that, to the Company’s actual knowledge, such representation or warranty was incorrect when made.

Knowing Misrepresentation means that, to the actual knowledge of any of the Sellers, such representation or warranty was incorrect when made.

Knowing Misrepresentation means (a) with respect to any Seller, to such Seller's actual knowledge, that such representation or warranty was incorrect when made, and (b) with respect to the Buyer, to the Buyer's actual knowledge, that such representation or warranty was incorrect when made.