Knowledge of Target Sample Clauses

The "Knowledge of Target" clause defines the extent to which a party is considered to have knowledge about the target company in a transaction. Typically, it specifies whose knowledge is relevant (such as directors, officers, or employees) and may set parameters for what constitutes actual or constructive knowledge, sometimes including knowledge that could have been obtained through reasonable inquiry. This clause is crucial for allocating risk between parties by clarifying the scope of disclosures and representations, thereby reducing disputes over what information was known or should have been known at the time of the agreement.
Knowledge of Target. 9 Liens.............................................................................................................9
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Knowledge of Target. The terms “Target’s knowledge” and “knowledge of Target” or correlative terms shall be deemed to mean all information that is actually known or, in the exercise of reasonable diligence in the normal course of their employment or assigned duties or should be known, by any Principal Stockholder.
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Knowledge of Target. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of Target or refers to the awareness of Target of certain facts or circumstances, it shall be deemed to refer to the knowledge or awareness of each Person set forth on Schedule 4.2, and the knowledge or awareness he/she would have had if he/she had conducted a diligent inquiry into the relevant subject matter. Target confirms that each such Person has made due and diligent inquiry of such other Persons (including appropriate employees of the Target Companies) as he/she considers reasonably necessary as to the matters that are the subject of such representations and warranties.
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Knowledge of Target. Knowledge of Target" shall mean the actual knowledge of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, and Thierny Guyader and any other individual who is an officer or director of Target.
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Knowledge of Target. Knowledge of Target" shall mean the actual knowledge, after due inquiry, of those officers of Target identified on Exhibit 1.21 attached hereto.
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Related to Knowledge of Target

  • 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 Default It is expressly understood and agreed that the Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information required to be provided by the Borrower hereunder.

  • Seller’s Knowledge For purposes of this Agreement, the term “Seller’s knowledge” or words of similar import shall mean and refer solely to the actual knowledge of the following representatives of Seller without duty of investigation or inquiry on the part of any of them: K▇▇ ▇▇▇▇▇▇▇, C▇▇▇▇ ▇▇▇▇▇, C▇▇▇ ▇▇▇▇▇▇▇, T▇▇ ▇▇▇▇ and B▇▇▇▇ ▇▇▇▇▇.

  • 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.