Knowledge Qualifier Sample Clauses

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Knowledge Qualifier. ‌ The Seller warrants and undertakes to the Buyer that where the Seller’s Warranties are qualified as being “to the best knowledge of the Seller” or any similar expression, the Seller’s Warranties are deemed to have been made or given to the best of the knowledge, information and belief of the Seller after the Seller has made all due and diligent enquiries.
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Knowledge Qualifier. The representations can be limited to the knowledge of the seller instead of to the absolute veracity of facts. To be sure, such limitation may place a burden of proof on the buyer to prove the seller’s state of knowledge; however, the mere listing of representations should prompt disclosures on the part of the seller before the contract is executed.
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Knowledge Qualifier. Any representation or warranty made by Seller in this Agreement that is qualified by the phrase, “to Seller’s knowledge” or other similar language shall mean to the actual knowledge of any of the following described officers of Seller: (i) ▇▇▇▇▇ ▇. ▇▇▇, President and CEO; (ii) G. ▇▇▇ ▇▇▇▇▇▇, Senior Vice President and CFO; (iii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President, Operations; or (iv) Drake ▇. ▇▇▇▇▇▇, Senior Vice President, Land and Legal.
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Knowledge Qualifier. Notwithstanding the above, with respect to any of the common areas used by the Partnership, its employees, consultants or customers, in connection with the Partnership’s use of any Leased premises, the representations made in this Section 3.23 shall be limited to the actual knowledge of the Partnership and the Partners.
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Knowledge Qualifier. The phrases "to the Company's knowledge" and "to the knowledge of the Company or any Subsidiary," as used in this Agreement, means knowledge based on an investigation that is reasonable in light of the Company's obligations under the Securities Act and sufficient to provide a reasonable basis for making the statements so qualified. If the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, VIASYS HEALTHCARE INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer and Chairman of the Board of Directors Accepted as of the date first above written BEAR, ▇▇▇▇▇▇▇ & CO. INC. By: Name: ▇▇▇▇▇▇▇ Parish Title: Senior Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: Name: ▇▇▇▇▇ ▇▇▇ Title: Vice President On behalf of themselves and the other Underwriters named in Schedule I hereto. SCHEDULE I Bear, ▇▇▇▇▇▇▇ & Co. Inc. 1,035,000 155,250 ▇.▇. ▇▇▇▇▇▇ Securities Inc. 1,035,000 155,250 CIBC World Markets Corp. 330,000 49,500 ▇▇▇▇▇▇▇ & Company, Inc. 330,000 49,500 CJS Securities, Inc. 135,000 20,250 ▇▇ ▇▇▇▇▇ Securities, Incorporated 135,000 20,250 Total 3,000,000 450,000 Bird Products Corporation California 100 % Bird Life Design Corporation California 100 % Corpak LLC Delaware 100 % E.M.E. (Electro Medical Equipment) Limited England 100 % EME Medical Limited England 100 % Synchromed Limited England 100 % Synchrony Limited England 100 % EME Medical Inc. Delaware 100 % EME Medical LLC Nevada 100 % ▇▇▇▇▇▇-▇▇▇▇▇▇▇, Inc. Massachusetts 100 % Nicolet Biomedical Japan Inc. Japan 100 % Nicolet Biomedical Ltd. England 100 % Nicolet Vascular Inc. Delaware 100 % Scimed Limited England 100 % SensorMedics Corporation California 100 % ▇▇▇▇▇ ▇▇▇▇▇▇ Holding Deutschland GmbH Germany 100 % VIASYS Healthcare GmbH Germany 100 % HMS Health Management Systems GmbH Germany 100 % ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. Delaware 100 % Sensormedics B.V. Netherlands 100 % ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ % ▇▇▇▇▇ ▇▇▇▇▇▇ Ges.▇.▇. Austria 100 % ▇▇▇▇▇ ▇▇▇▇▇▇ U.K. Ltd. England 100 % Nicolet EME GmbH Germany 100 % SensorMedics GmbH Germany 100 % Tecomet Inc. Massachusetts 100 % Thermedics Polymer Products LLC Delaware 100 % VIASYS Healthcare S.A.R.L. France 100 % ANNEX I Form of Opinion of U.S. Counsel to the Company 1. The Company has been duly incorporated, and each of the Company and the Subsidiaries listed on Exhibit A (collectively, the "M...
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Knowledge Qualifier. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge, information and belief , it shall mean after such due and diligent inquiry as reasonably necessary and appropriate as to the matters that are the subject of such representations and warranties.
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Knowledge Qualifier. For purposes of this Agreement, the terms "to Deltagen's best knowledge" and "known to Deltagen" (or phrases to similar effect) shall mean, in each case, the knowledge of employees of Deltagen having made such investigation with respect to such subject matter as any reasonably diligent company would perform in the normal course of its own business operations.
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Related to Knowledge Qualifier

  • Due Qualification Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

  • Image Quality You are responsible for the image quality of any Image that you transmit. If an Image that we receive from you or for deposit to your Account is not of sufficient quality to satisfy our image quality standards as we may establish them from time to time, we may reject the Image without prior notice to you. Each Image must include the front and back of the Item and the following information must be clearly readable: amount, payee name, drawer signature, date, check number, account number, routing and transit number, MICR (Magnetic Ink Character Recognition) line, and any endorsement or other information written on the check.

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

  • Service Quality The Transfer Agent shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its call center, correspondence services and transaction processing.

  • Incorporation, Good Standing, and Due Qualification Each of the Borrower and its Subsidiaries is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.