Knowledge of the Sellers Sample Clauses
The "Knowledge of the Sellers" clause defines the scope and standard of what the sellers are deemed to know in relation to the representations and warranties made in a transaction. Typically, this clause specifies whether knowledge is limited to the actual awareness of certain individuals, such as key executives, or if it includes what those individuals should have known after reasonable inquiry. By clearly delineating whose knowledge is relevant and the extent of required investigation, this clause helps allocate risk between the parties and prevents disputes over undisclosed information.
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Knowledge of the Sellers. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the best knowledge of the Sellers, the Sellers confirm that they have made due and diligent inquiry of each Company's President and other officers and the Partnership's managers as to the matters that are the subject of such representations and warranties.
Knowledge of the Sellers. With respect to each Seller, any Warranty qualified by the expression “the knowledge of such Seller” or “so far as such Seller is aware” or any similar expression shall be deemed to be given to the knowledge, information and belief of such Seller after due and reasonable enquiries by such Seller with such Seller’s directors or the ESR Senior Management.
Knowledge of the Sellers. Neither the Purchaser nor Newco shall have any obligation to indemnify the Seller Group for any Damages incurred as the result of the breach or inaccuracy of a representation or warranty to the extent that the breach or inaccuracy of such representation or warranty asserted by the Seller Group was known by the Seller Group at the Closing Date.
Knowledge of the Sellers. Whenever any statement herein or in any schedule, exhibit, certificate or other document delivered to any Party pursuant to this Agreement is made “to the Knowledge of the Sellers,” or containing words of similar intent or effect, such phrase will be deemed to mean the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, assuming reasonable inquiry of such person’s direct reports, as applicable.
Knowledge of the Sellers. The term “Knowledge of the Sellers” or “to the Sellers’ Knowledge” shall mean the actual knowledge of Sellers, or any of them, with respect to the matter in question, and, with respect to ▇▇▇▇, such knowledge as he reasonably should have obtained upon diligent investigation and inquiry into the matter in question.
Knowledge of the Sellers. Sellers confirm that the individuals specified within the definition of Knowledge of the Sellers are the correct people to provide disclosures related to this Agreement and that no relevant individuals have been omitted.
Knowledge of the Sellers. As used in this Agreement, "knowledge of the Sellers" means the actual knowledge of Scha▇▇▇ ▇▇ any Seller, or the following officers of SCC: the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President or any Executive Vice President or any person performing the functions of such office whether having such title or not.
Knowledge of the Sellers. Knowledge of the Sellers" shall mean the actual knowledge of ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
Knowledge of the Sellers. “Knowledge of the Sellers” and terms of similar import shall mean the actual knowledge of the following individuals and the knowledge that such individuals should have after due, reasonable and prudent inquiry: ▇▇▇▇▇▇▇▇ Crew
Knowledge of the Sellers. With respect to all representations and warranties which are qualified "to the knowledge of the Sellers," "to the best knowledge of the Sellers," "known to the Sellers," or words of similar import, these phrases shall mean that any representation and warranties by the Sellers shall be limited to each Seller's actual knowledge, without inquiry or due diligence, of a fact or event which came to its attention, whether as a shareholder of Onkyo America or otherwise.