Current Actual Knowledge Sample Clauses

The "current-actual-knowledge" clause defines the scope of a party's knowledge as it exists at the time of making a representation or warranty. It typically limits the party's responsibility to facts and information that are actually known by specific individuals, such as key officers or employees, rather than requiring exhaustive investigation or imputed knowledge. This clause helps allocate risk by clarifying that liability is based only on what is truly known at the relevant time, thereby protecting parties from claims based on unknown or undiscoverable information.
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Current Actual Knowledge. The representations and warranties herein which are based upon the current actual knowledge of the Emeritus Entities are based upon the current actual knowledge of the following employees of Emeritus: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Business Development and Legal Analyst; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director of Real Estate Finance; ▇▇▇▇▇ ▇▇▇▇▇, Vice President of Finance, Chief Financial Officer and Secretary; and ▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman and Chief Executive Officer, without any obligation to acquire any knowledge other than a review of the files and records in their possession they would in the ordinary course of their duties be responsible for having knowledge of.
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Current Actual Knowledge. Any representation or warranty limited herein to "current actual knowledge" shall be deemed to mean the actual knowledge of Seller, its joint venturers, their respective employees, the property manager of the Property, and its employees, with no duty for any independent inquiry with respect to the matters which are the subject of such representation or warranty.
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Current Actual Knowledge 
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Related to Current Actual Knowledge

  • Residual Knowledge Nothing contained in this Agreement shall restrict either party from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the undocumented mental impressions of such party's personnel relating to the Services which either party, individually or jointly, develops or discloses under this Agreement, provided that in doing so such party does not (a) infringe the intellectual property rights of the other party or third parties who have licensed or provided materials to the other party, or (b) breach its confidentiality obligations under this Agreement or under agreements with third parties.

  • 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.

  • 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.

  • 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.

  • Preparation; Reasonable Investigation In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.