Knowledge Group Sample Clauses

Knowledge Group. Section 3.B(z) of the Company Disclosure Schedule contains the list of Stockholders required in the definition of “Knowledge of the Company” as contained in this Agreement.
Sample 1
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Knowledge Group. Whenever any warranty in this Agreement is qualified by the knowledge of the Company, such warranty shall be deemed to be limited to the actual knowledge, after reasonable inquiry of such Person’s direct reports, of the individuals listed on Section 1.4 of the Company Disclosure Schedules. Whenever any warranty in this Agreement is qualified by the knowledge of Parent, such warranty shall be deemed to be limited to the actual knowledge, after reasonable inquiry of such Person’s direct reports at Parent, of the individuals set forth on Schedule 1.4, being the executive officers of Parent.
Sample 1
Knowledge Group. 1. Xxx Xxxxxx;
Sample 1
Knowledge Group. Xxx Xxxxx Xxx Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxx Sagent Management Exhibit A ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”) is made as of [●], 2021, by and among I.B.I Trust Management (the “Escrow Agent”), Nano Dimension Ltd., an Israeli company (“Parent”), Nano-Dimension Technologies Ltd., an Israeli company and a wholly owned subsidiary of Parent (the “Purchaser”) and Shareholder Representative Services LLC (the “Holder Representative”) solely in its capacity as representative of the Indemnifying Parties (individually, an “Indemnifying Party,” and collectively, the “Indemnifying Parties”). Capitalized terms used but not otherwise defined in this Agreement will have the meanings given to them in the Purchase Agreement (as defined below). If the terms of this Agreement conflict in any way with the terms of the Purchase Agreement, then the terms of the Purchase Agreement shall control.
Sample 1
Knowledge Group. Whenever any representation or warranty in this Agreement is qualified by the “Company’s Knowledge,” such representation or warranty shall be deemed to be made to the actual knowledge as of the date of this Agreement and as of the Closing Date of the individuals identified on Schedule 1.4, in each case, after reasonable inquiry and investigation (such knowledge, the “Company’s Knowledge”).
Sample 1
Knowledge Group. Whenever any representation or warranty in this Agreement is qualified by the knowledge of the Company and/or Sellers, such representation or warranty shall be deemed to be limited to the actual knowledge as of the date hereof and the Closing Date of Xxxxx Xxxxxxxxxxx and Xxx Xxxxxxxxxxx after having conducted a reasonable inquiry.
Sample 1
Knowledge Group. The actual knowledge of only the individuals set forth below shall be considered in connection with the definition of Knowledge pursuant to the related Agreement: Sxxxx Xxxxx Txx Xxxxxx Pxxx Xxxxxx EXHIBIT B FORM OF COLLATERAL MANAGER ASSIGNMENT AND ASSUMPTION AGREEMENT (attached) EXHIBIT C FORM OF ADVANCING AGENT RESIGNATION AND APPOINTMENT AGREEMENT (attached) EXHIBIT D-1 FORM OF TRANSFEREE CERTIFICATE FOR PREFERRED SHARES (attached) EXHIBIT D-2 FORM OF SHARE TRANSFER FOR ORDINARY SHARES SHARE TRANSFER EVA LLC (the "Transferor"), for value received, does hereby transfer to __________ (the "Transferee"), the 250 Ordinary Shares of US$1.00 par value each standing in the Transferor’s name in the undertaking called CapLease CDO 2005-1, Ltd. (an exempted company incorporated in the Cayman Islands), to hold the same unto the Transferee. Signed by the Transferor _____________________ Dated this ____ day of _________ 2011 EXHIBIT D-3 FORM OF STOCK POWER FOR CO-ISSUER STOCK STOCK POWER FOR VALUE RECEIVED, EVA LLC hereby sells, assigns and transfers unto ________________________________, ____ shares of common stock of CapLease CDO 2005-1 Corp., (the “Corporation”), represented by Certificate No.__ herewith, and does hereby irrevocably constitute and appoint ________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: CAPLEASE CDO 2005-1 CORP. By: Name: Title: EXHIBIT E-1 FORM OF COLLATERAL MANAGER POWER OF ATTORNEY CapLease Investment Management, LLC, a Delaware limited liability company (“CapLease, LLC”), in its capacity as Collateral Manager under the Collateral Management Agreement hereby agrees, in furtherance of the assignment and assumption pursuant to that certain Collateral Manager Assignment and Assumption Agreement (the “Assignment Agreement”), dated as of _____, 2011, by and among CapLease, LLC and _____ and hereby appoints _____ and its officers, and any successor of it or them with full power of substitution, as CapLease LLC’s true and lawful representative and attorney-in-fact, and agent of CapLease, LLC, in its capacity as Collateral Manager, including without limitation the right to execute (under hand, under seal or as a deed) and deliver on behalf of CapLease, LLC any agreements, instruments, orders, notices, directions or other documents or agreements in connection with or pursuant to the Assignment Agreement, the Collateral Management Agreement, the Servicing Agreem...
Sample 1
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Knowledge Group. For purposes of this Agreement, the knowledge of the Company (and words of similar import), shall be the actual knowledge of Rxxxxx X. Steel, Kxxxxxx X. Steel, Jr., Bxxxxxx X. Xxxxxx or Mxxxxxx X. Xxxxxx, without giving effect to imputed knowledge or any duty to investigate. ARTICLE II
Sample 1

Related to Knowledge Group

  • Knowledge Whenever a representation or warranty or other statement in this Agreement (including, without limitation, Schedule I hereto) is made with respect to a Person's "knowledge," such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of the matter in question.

  • Knowledge of the Company The term “Knowledge of the Company” shall mean the actual knowledge of the Company and the Sellers, with respect to the matter in question, and such knowledge as any of them reasonably should have obtained upon commercially reasonable inquiry of employees and contractors of the Company into the matter in question.

  • Duty to Make Inquiry To the extent that any of the representations or warranties in this Article II are qualified by “knowledge” or “belief,” the Company represents and warrants that it has made due and reasonable inquiry and investigation concerning the matters to which such representations and warranties relate, including, but not limited to, diligent inquiry of its directors, officers and key personnel.

  • Knowledge of Seller Where any representation or warranty contained in this Agreement is expressly qualified by reference to knowledge, Seller confirms that it has made or caused to be made due and diligent inquiry as to the matters that are the subject of such representations and warranties.

  • Schedules; Knowledge Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

  • Purchaser’s Knowledge The Sellers shall not be liable for any Claim if and to the extent that the Purchaser or any of its Representatives is aware at the date of this Agreement of the fact, matter, event or circumstance which is the subject matter of the Claim.

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

  • Best Knowledge Best Knowledge" shall mean both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

  • Buyer’s Knowledge Buyer has no knowledge of any fact which results in any representation or warranty of Seller in Article 6 being breached. If after the date of this Agreement, Buyer obtains knowledge of any fact which results in any representation or warranty of Seller being breached, Buyer will promptly furnish Seller written notice thereof.

  • Officer's Knowledge of Default Upon any Executive Officer of the Borrower obtaining knowledge of any Default or Event of Default hereunder or under any other obligation of the Borrower or any Subsidiary to any Lender, or any event, development or occurrence which could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative to promptly notify the Administrative Agent of the nature thereof, the period of existence thereof, and what action the Borrower or any Subsidiary proposes to take with respect thereto.

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