Common use of Purchaser’s Knowledge Clause in Contracts

Purchaser’s Knowledge. The Seller shall not be liable for any Claim under or in respect of the Seller’s Warranties to the extent that the Purchaser is actually aware at the date of this Agreement (i) of the facts, matters or circumstances which are the subject matter of the Claim and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Claim.

Appears in 2 contracts

Samples: Sale and Purchase Agreement, Indemnification Agreement (TerraForm Power, Inc.)

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Purchaser’s Knowledge. The Seller Sellers shall not be liable for any Claim under or in respect for breach of the Seller’s Warranties if and to the extent that the Purchaser Purchasers, or any of their Affiliates which have been involved in the Proposed Transactions, is actually aware at the date of this Agreement (i) of the factsfact, matters matter, event or circumstances circumstance which are is the subject matter of the Claim Claim; and (ii) that such factsthe fact, matters matter, event or circumstances could reasonably be expected to give circumstance is capable of giving rise to a Claim.

Appears in 1 contract

Samples: Agreement (Sirva Inc)

Purchaser’s Knowledge. The Seller shall not be liable for any Claim under or in respect for breach of the Seller’s Warranties if and to the extent that the Purchaser is actually aware at the date of this Agreement (i) of the factsfact, matters matter, event or circumstances circumstance which are is the subject matter of the Claim and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Claim.

Appears in 1 contract

Samples: Agreement (Endeavour International Corp)

Purchaser’s Knowledge. The Seller Sellers shall not be liable for any a Relevant Claim under or in respect for breach of the Seller’s Warranties if and to the extent that the Purchaser is actually aware has actual knowledge (not constructive or implied knowledge) at the date of this Agreement (i) of the factsspecific fact, matters matter, event or circumstances circumstance which are is the subject matter of the Claim and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Relevant Claim.

Appears in 1 contract

Samples: Share Purchase Agreement (Opentable Inc)

Purchaser’s Knowledge. The Seller Sellers shall not be liable for any Claim under or in respect of the Seller’s Warranties if and to the extent that the Purchaser or any of its Representatives is actually aware at the date of this Agreement (i) of the factsfact, matters matter, event or circumstances circumstance which are is the subject matter of the Claim and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Claim.

Appears in 1 contract

Samples: Agreement (GTT Communications, Inc.)

Purchaser’s Knowledge. The Seller shall not be liable for any Claim under or in respect for breach of the Seller’s Seller Warranties if and to the extent that the Purchaser or any of its Affiliates or Representatives is actually aware at the date of this Agreement (i) of the factsfact, matters matter, event or circumstances circumstance which are is the subject matter of the Claim and (ii) that such factsthe fact, matters matter, event or circumstances circumstance could reasonably be expected to give rise likely amount to a Claim.

Appears in 1 contract

Samples: Anturie Beteiligungsverwaltungs GMBH (Aes Corp)

Purchaser’s Knowledge. The Seller Sellers shall not be liable for any Claim under or in respect for breach of the Seller’s Sellers’ Warranties if and to the extent that the Purchaser is actually aware at the date of this Agreement (i) of the factsfact, matters matter, event or circumstances circumstance which are is the subject matter of the Claim and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Claim.

Appears in 1 contract

Samples: Agreement (Lapis Technologies Inc)

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Purchaser’s Knowledge. The Seller shall not be liable for any Claim under or in respect for breach of the Seller’s Warranties if and to the extent that the Purchaser is actually aware at the date of this Agreement (i) of the factsfact, matters matter, event or circumstances circumstance which are is the subject matter of the Claim and (ii) that such factsthe fact, matters matter, event or circumstances circumstance could reasonably be expected to give rise amount to a Claim.

Appears in 1 contract

Samples: Agreement (EnergySolutions, Inc.)

Purchaser’s Knowledge. The Seller Sellers shall not be liable for any Claim under or in respect for breach of the Seller’s Warranties if and to the extent that the Purchaser is actually Purchasers are aware at the date of this Agreement (i) of the factsfact, matters matter, event or circumstances circumstance which are is the subject matter of the Claim and (ii) that such factsthe fact, matters matter, event or circumstances circumstance could reasonably be expected to give rise amount to a ClaimClaim for breach of the Warranties.

Appears in 1 contract

Samples: Agreement (Campbell Soup Co)

Purchaser’s Knowledge. The Seller shall not be liable for any Claim under or in respect of the Seller’s Warranties to the extent that the Purchaser is actually aware or any of its management level employees had actual knowledge of the Claim or of the matters forming the basis of the Claim either at the date of this Agreement (i) of the factsor, matters or circumstances which are the subject matter of the Claim and (ii) that such factsif later, matters or circumstances could reasonably be expected to give rise to a ClaimCompletion.

Appears in 1 contract

Samples: Agreement (Triton Energy LTD)

Purchaser’s Knowledge. The Seller Sellers shall not be liable for any Claim under or in respect for breach of the Seller’s Warranties if and to the extent that the Purchaser is actually aware at the date of this Agreement (i) Sellers can demonstrate that such Claim arises from a fact, matter, event or circumstance caused by an action of the facts, matters or circumstances Company in respect of which are the subject matter of Sellers have previously informed the Claim Purchaser and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Claimwhich the Purchaser has approved.

Appears in 1 contract

Samples: Agreement (Evercore Partners Inc.)

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