Knowledge Representations Clause Samples

Knowledge Representations. All references and phrases in this Agreement to the effect of Seller having Knowledge or any similar expression as it relates to particular facts or circumstances shall include only such facts or circumstances which are reflected in the books, records or documents which are or have been in the possession of the Specified Individuals of Seller and such other facts or circumstances as are actually known by the Specified Individuals of Seller. (The Specified Individuals of Seller are listed in Schedule 13 attached to this Agreement.) Such phrases include, without limitation, the following: “to Seller’s Knowledge,” “Seller, to its Knowledge,” “to the best of the Knowledge, information and belief of Seller,” “so far as Seller is aware,” and the like.

Knowledge Representations. Except as specifically indicated in Section 5(g), representations and warranties in this Agreement based on the knowledge of Seller mean the actual knowledge of the current officers of Seller.

Knowledge Representations. Warranties or representations of City modified by a phrase such as “to the best knowledge” shall mean that the warranty or representation is given to the extent the subject matter is within the actual present knowledge of the Economic Development Director, or designee. The person identified in this Section 5.1.1 is the person within City who is most likely to possess whatever substantial information City may have regarding the subject matter of City’s representations and warranties.

Knowledge Representations. The representations made below are limited ------------------------- to the Sellers' Knowledge (as hereinafter defined). The term "Knowledge" and --------- words of similar import (such as "Known") means the ACTUAL knowledge of Miles ▇▇▇▇▇▇ following ▇▇▇▇▇▇'▇ interview of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Managers") of the matters set forth in this Section -------- ------- 3.2(e). ------ (i) Conduct of Business -- (A) Since September 1, 2000, the business of each Seller has been conducted in the ordinary course of business, except due to restrictions imposed on the Sellers by the Court, the Bankruptcy Code and the rules promulgated or adopted under the Bankruptcy Code and except as set forth on Schedule 3.2(e)(ii)(B) attached hereto. ---------------------- (B) Since September 1, 2000, there has not been any material adverse change affecting the Purchased Assets, including, without limitation, any change in the billing or collection practices of Sellers, except to the extent caused by or related to Sellers being debtors in possession under the Bankruptcy Code, such as the financial distress generally experienced by debtors in possession and such changes in billing and collection practices necessitated thereby. (C) Since August 1, 2000, there has not been any damage, destruction or loss, exceeding $130,000 in the aggregate, whether or not covered by insurance, affecting any of the tangible Purchased Assets, other than normal wear and tear. (D) Since September 1, 2000, except for a one-time bonus plan covering certain employees of Sellers, there has not been any increase in the compensation payable or to become payable by the Sellers to any of their respective employees, or any bonus payment or material arrangement made to or with any of them, which is material in any one case, or in the aggregate. (E) Since September 1, 2000, there has not been any mortgage, pledge or subjection to any lien, charge, or encumbrance of any kind of any of the Purchased Assets, other than those Liens of which the Purchased Assets will be sold free and clear pursuant to the Sale Order. (F) Since September 1, 2000, there has not been any sale, assignment, license or transfer by Sellers of any trademarks, trade names, copyrights, licenses, computer software programs or other intangible assets used in connection with the use of the Purchased Assets (other than the sale described herein to E.F. Nettmann & Associates, Inc.). (G) Since August 1, 2000,...

Knowledge Representations. The representations made below are limited ------------------------- to Seller's Knowledge (as hereinafter defined). The term "Knowledge" and words --------- of similar import (such as "Known") means the ACTUAL knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇ ----- and the ACTUAL knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇ of the matters set forth in this Section 3.2(e). It is understood that ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ -------------- collectively have no personal knowledge of any matters covered by Section 3.2(e) -------------- for the time period preceding January 12, 2001, and that any knowledge they may have in respect of such prior period is based on documents and records that they have actually reviewed and verbal information that they have actually received from others.

Knowledge Representations. For purposes of this Agreement, “knowledge of GTJ” shall include the actual knowledge after due inquiry of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Executive Vice President and Secretary and Chief Financial Officer, respectively of GTJ.

Knowledge Representations. For purposes of this Agreement, “knowledge of Portfolio” shall include the actual knowledge, after due inquiry, of: (i) Green Holland Management, LLC; (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) Nautilus Management LLC; and (iv) ▇▇▇▇ ▇▇▇▇▇▇.

Knowledge Representations. Warranties or representations of Seller modified by a phrase such as "to the best knowledge" shall mean that the warranty or representation is given to the extent the subject matter is within the actual present knowledge of Thomas Manz and Steven Pease. No knowledge of other ▇▇▇▇▇▇▇ ▇▇all b▇ ▇▇▇▇▇▇▇, ▇nd there shall be no implication or duty of inquiry or investigation. Seller represents to Buyer that the persons named in this Section 14.2.1 are the persons within Seller who are most likely to possess substantial information regarding the subject matter of one or more of Seller's representations and warranties.

Knowledge Representations. As used in this Agreement, warranties or representations of Seller modified by a phrase such as "to the best knowledge" or “to the knowledge” shall mean that the warranty or representation is given to the extent the subject matter is within the actual present knowledge of ▇▇▇ ▇▇▇▇▇▇▇▇, who is the representative of Seller with the most knowledge about the Purchase Property. No knowledge of other persons shall be imputed, and there shall be no implication or duty of inquiry or investigation.