Purchaser Knowledge definition
Examples of Purchaser Knowledge in a sentence
Purchaser will promptly inform Seller of (i) any breach by Purchaser of the covenants, representations and warranties set forth in this Agreement and (ii) receipt by Purchaser or the Purchaser Knowledge Persons of any notice from Account Debtor that (A) the transactions contemplated by this Agreement violate any law, rule or regulation of Account Debtor or (B) would otherwise call into question the validity of this Agreement.
None of the Purchaser Knowledge Persons have received any oral or written notice from Account Debtor that the execution, delivery and performance by Seller or Purchaser of this Agreement or any other document to be delivered by Seller or Purchaser hereunder contravenes any law, rule or regulation of Account Debtor.
Any and all uses of the phrase, "to Purchaser's actual knowledge" or other references to Purchaser's knowledge in this Agreement, shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇ (the "Purchaser Knowledge Individual") as to a fact at the time given without any investigation or inquiry.
Without limiting the foregoing, Seller acknowledges that the Purchaser Knowledge Individual have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of Purchaser or to make any inquiry of any persons, or to take any other actions in connection with the representations and warranties of Purchaser set forth in this Agreement.
Neither the actual, present, conscious knowledge of any other individual or entity, nor the constructive knowledge of any other individual or entity, shall be imputed to the Purchaser Knowledge Individuals.
To the extent that any Purchaser Knowledge Party currently has or hereafter obtains, prior to the date that is three (3) business days prior to the expiration of the Due Diligence Period, Actual Knowledge that any of Seller’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect the Actual Knowledge of such Purchaser Knowledge Party.
With respect to Delta or Purchaser, "Knowledge" shall mean actual knowledge of a fact by any officer thereof and the knowledge that such person reasonably would be expected to have in the normal discharge of his or her assigned duties without any duty of independent investigation.
There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no personal liability on the part of any of the individuals comprising the Purchaser Knowledge Parties.
No party hereto shall be deemed to have breached any representation or warranty that refers to the "knowledge" of such party, unless (a) with respect to Seller, any of the Seller Knowledge Persons has actual knowledge that such representation or warranty is materially inaccurate, and (b) with respect to Purchaser, any of the Purchaser Knowledge Persons has actual knowledge that such representation or warranty is materially inaccurate.
Neither the actual, present, conscious knowledge of any other individual or entity, nor the constructive knowledge of the Purchaser Knowledge Individuals or of any other individual or entity, shall be imputed to the Purchaser Knowledge Individuals.