Knowledge and Awareness Sample Clauses

Knowledge and Awareness. Where in the Agreement a representation and warranty is made on the basis of Vendor's knowledge, such knowledge or awareness consists of the actual knowledge or awareness of Vendor's current officers and employees whether acting for the Vendor in its personal capacity or in its capacity as agent and attorney for the transfer and conveyance of the Assets, after having made reasonable inquiries and review of Vendor's files or records, and does not include knowledge or awareness of any other Person.

Knowledge and Awareness. Where in this Agreement a representation or warranty is made on the basis of a Party's knowledge or awareness, such knowledge or awareness consists only of the actual knowledge or awareness of the current officers of such Party directly responsible for the matter in question and does not include the knowledge or awareness of any other person.

Knowledge and Awareness. 8.2.1 Subject to Section 8.2.2, the Purchaser shall not be entitled to make any claim for misrepresentation or breach of warranties (including Carve-Out Representations) nor shall the Seller be under any obligation to pay damages for misrepresentation or breach of warranties: (i) if and to the extent the Purchaser (including its Affiliates, directors, employees, advisers or other representatives) prior to the date hereof was actually aware of the misrepresentation or breach of representation or warranty; (ii) if and to the extent the misrepresentation or breach of representation or warranty is or should be evident for the Purchaser (including its Affiliates, directors, employees, advisers or other representatives) after reasonable and diligent analyses of the Due Diligence Information (provided, however, that when a representation and warranty in this Section 7 refers to the Data Room Material, the term Due Diligence Information shall be limited to the Data Room Material); (iii) if and to the extent the aggregate amount of all claims arising out of misrepresentations or breaches of warranties disclosed in the Closing Disclosure Letter and the Closing Disclosure Letter (as defined in the Liko North American Transaction Agreement) delivered pursuant to Section 4.2(i) in the Liko North American Transaction Agreement do not exceed [***] in the aggregate, provided, however, that such limitation shall not apply in respect of any misrepresentation or breach of representation or warranty that was caused by, or that could reasonably have been prevented by, any act or omission of the Company, any Subsidiary, the Seller or any of the Owners, or (iv) to the extent a misrepresentation or breach of representation or warranty disclosed in the Closing Disclosure Letter has resulted from or arisen out of (i) the announcement of the transactions contemplated hereby or the consummation of the transactions contemplated hereby being pending, (ii) changes in economic, regulatory or political conditions generally, (iii) changes in applicable Legal Requirements (other than Permits and Orders), (iv) any action or omission by the Purchaser or any of its Affiliates, or (v) any consequences of the matter set forth in Schedule 4.2(iii), 8.2.2 Notwithstanding Section 8.2.1, none of the representations or warranties in Section 7 with respect to the matters identified on Schedule 7.1.2 , will be qualified or limited in any way by (i) any knowledge qualifier, materiality qualifier, qualif...

Knowledge and Awareness. As used in this Agreement, "knowledge" or "awareness" of any entity means the actual knowledge or awareness of such entity's officers and other persons exercising supervisory authority, and such knowledge or awareness as such entity's officers and other persons exercising supervisory authority should have had after reasonable investigation. Whenever the term "knowledge" or "awareness" is used to refer to the "knowledge" or "awareness" of Antenna, such term shall include the "knowledge" or "awareness" of the officers and other persons exercising supervisory authority over Antenna and the Antenna Subsidiaries and the stockholders of Antenna who are active in the business of Antenna and the Antenna Subsidiaries.

Knowledge and Awareness. As used in this Agreement, "knowledge" or "awareness" of any entity means the actual knowledge or awareness of such entity's directors, managers, officers, shareholders or members who are active in the business of the entity and other persons exercising supervisory authority.

Knowledge and Awareness. If any provision in this Section 3 is qualified by the expression “to the knowledge of the Seller” or “so far as the Seller is aware” or any similar phrases, the knowledge and awareness of the Seller shall be deemed to include such knowledge as would be gained through due and careful enquiries into the subject matter of that provision including, without limitation, enquiries of the directors, officers, employees, agents and advisers of Evanachan Alaska and M▇▇▇▇▇ Capital.

Knowledge and Awareness. As used in this Agreement, "knowledge" or "awareness" of any entity means the actual knowledge or awareness of such entity's officers and other persons exercising supervisory authority, and such knowledge or awareness as such entity's officers and other persons exercising supervisory authority should have had after reasonable investigation. Whenever the term "knowledge" or "awareness" is used to refer to the "knowledge" or "awareness" of Cimtech, such term shall include the "knowledge" or "awareness" of the directors, officers and other persons exercising supervisory authority over Cimtech and the shareholders of Cimtech who are active in the business of Cimtech.

Knowledge and Awareness. As used in this Agreement, "knowledge" or "awareness" of any entity means the actual knowledge or awareness of such entity's senior executive officers and the knowledge such senior executive officers would have after reasonable inquiry.

Knowledge and Awareness. Any provision in this Part 4 which is qualified by the expression “to the knowledge of Delic” or “so far as Delic is aware” or any similar phrases with respect to Delic shall be deemed to include such knowledge as would be gained through due and careful enquiries into the subject matter of that provision, of ▇▇▇▇ ▇▇▇▇▇.‌