Common use of Knowledge Definition Clause in Contracts

Knowledge Definition. As used in this Agreement, the phrase "to the Company's best knowledge" or any similar phrase when modifying any representation and warranty of the Company means the actual knowledge of those individuals identified in Schedule 5.2(y) hereto and that (i) such person has made appropriate inquiries of the Company's officers and responsible employees; and (ii) nothing has come to the person's attention in the course of such investigation and review or otherwise which would cause such person, in the exercise of due diligence, to believe that such representation and warranty is not true and correct in all material respects.