Knowledge of Matters Sample Clauses

Knowledge of Matters. The Purchaser has no knowledge that any representation or warranty made by the Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement is false or inaccurate in any material respect.
View Source
Knowledge of Matters. (a) The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement or any Transaction Document shall not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired), at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. (b) Notwithstanding Section 6.5(a), the following exceptions shall apply: (i) The Purchaser shall be deemed to have knowledge of, and such information shall be considered disclosed for purposes of clause (b) of Section 3.3, with respect to any third party consent required in connection with the consummation of the transactions contemplated by this Agreement to the extent of the express terms of any Provider and Customer Contracts; (ii) The Purchaser shall be deemed to have knowledge of, and such information shall be considered disclosed for purposes of Section 3.6(g), with respect to any amendment or termination of any Provider and Customer Contracts that occurred on or after January 1, 2015 and for which the Purchaser received written notice of and fully executed copy of any amendment relating thereto; (iii) The Purchaser shall be deemed to have knowledge of, and such information shall be considered disclosed for purposes of Schedule 3.10(a), any written Contracts that are Acquired Contracts that otherwise should have been listed on Schedule 3.10(a) (but were not so listed) where the Purchaser has a record in its ordinary course business records of such Contract being in effect as of the date hereof; (iv) The Purchaser shall be deemed to have knowledge of, and such information shall be considered disclosed for purposes of Section 3.10(b), to the extent applicable, to the extent the Purchaser has received written notice of a breach or violation of a Contract for purposes of Section 3.10(b); and provided, however, and for the avoidance of any doubt, nothing in this Section 6.5(b), shall limit or restrict in any way any rights to indemnification of the Purchaser Indemnified Parties with respect to the matters set forth on Schedule 6.2(a)(v).
View Source
Knowledge of Matters. No claim for indemnity for a breach of a particular representation, warranty or covenant shall be made by Purchaser after the Closing if: (a) The Purchaser was instructed to take an action by the Oversight Committee (as defined in the MSA); (b) The Purchaser’s representative on the Oversight Committee voted in favor of such instruction from the Oversight Committee; and (c) The action was directly responsible for such breach. For the sake of clarity, if the closing condition in Section 7.2(f) is met or waived in whole or in part by the Purchaser, the Purchaser shall not make any indemnification claim under Article 6 or otherwise pursue a damage claim against the Company related to any matter disclosed in the Disclosure Schedule.
View Source
Knowledge of Matters. No Indemnified Party shall be entitled to seek indemnification under this Agreement to the extent it had Knowledge of the matter giving rise to such claim prior to the Closing. For the purposes of this Article VIII, Knowledge of Buyer shall include any information, documents or materials made available to Buyer in written or electronic form, including in any virtual data rooms or management presentations, in expectation of, or in connection with, this Agreement and the consummation of the Transactions.
View Source
Knowledge of Matters. The Buyer (whose knowledge for purposes of this representation is limited to that known to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as the President of MCSi's Great Lakes Region) has no knowledge that any representation or warranty made by the Seller contained in this Agreement or in any Ancillary Agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement is false or inaccurate in any material respect.
View Source
Knowledge of Matters. 7.9. Use of Seller's Name or Intellectual Property......................................... 8. CONDUCT OF BUSINESS BY SELLER PENDING CLOSING................................................... 8.1. Access................................................................................ 8.2. Carry on in Regular Course............................................................ 8.3.
View Source

Related to Knowledge of Matters

  • 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.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Knowledge of Trustee Notwithstanding the provision of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt, of any default in payment of principal of, premium, if any, or interest on, rent or other payment obligation in respect of any Senior Debt, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless a Responsible Officer of the Trustee having responsibility for the administration of the trust established by this Indenture shall have received written notice thereof from the Company, any Holder of Securities, any Paying or Conversion Agent of the Company or the holder or representative of any class of Senior Debt, and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such default or facts exist; provided, however, that unless on the third Business Day prior to the date upon which by the terms hereof any such moneys may become payable for any purpose the Trustee shall have received the notice provided for in this Section 13.7, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

  • 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.

  • Knowledge of Offering You acknowledge that it is your responsibility to examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence.