Meaning of Knowledge Clause Samples
The 'Meaning of Knowledge' clause defines what constitutes 'knowledge' for the purposes of the agreement, typically clarifying whether it refers to actual, constructive, or imputed knowledge of a party or its representatives. In practice, this clause may specify that knowledge is limited to what certain individuals actually know, or what they should have known after reasonable inquiry, and can list specific people whose knowledge is relevant. Its core function is to set clear boundaries on the scope of representations and warranties, thereby allocating risk and preventing disputes over what a party was expected to know at the time of the agreement.
Meaning of Knowledge. (a) Knowledge of the Purchaser", or any other similar knowledge qualification, means the actual knowledge of any director or officer of the Purchaser after due inquiry.
(b) Knowledge of the Seller", or any other similar knowledge qualification, means the actual knowledge of any director or officer of the Seller or the Acquired Corporation after due inquiry.
Meaning of Knowledge. For purposes of this Article 4 knowledge means the knowledge of facts or circumstances which would indicate to a reasonable person the existence of the fact or circumstance. ARTICLE 5 -
Meaning of Knowledge. Any reference in this Agreement to the "knowledge" or the awareness of the IPO Issuer, means the knowledge, information and belief of the Board and the senior management of the IPO Issuer and the knowledge that each would have had following a reasonable inquiry into the relevant subject matter, including, as appropriate, with employees of the IPO Issuer and the Subsidiary. {00284650.13}
2.1 Private Placement
Meaning of Knowledge. For all purposes of this Agreement, any reference to the existence or absence of facts which is indicated to be based on a Party's knowledge, is intended to signify that no information has come to the attention of any current officer or director of such Party that would give such Person constructive or actual knowledge of the existence or absence of such facts. For the purposes of this Agreement, a Person shall have constructive "knowledge" of a fact, event, condition or circumstance when she or he has knowledge that would lead a reasonable Person to inquire as to the existence or absence of such fact, event, condition or circumstance.
Meaning of Knowledge. For the purposes of this Agreement, any reference to the existence or absence of facts which is indicated to be based on the Knowledge of NCSI means the actual knowledge of any of the Shareholders or the Key Employees of CSI or CCSI.
Meaning of Knowledge. 25 4.35 Assignment and Assumption Agreement . . . . . . . . . . . . .25 4.36
Meaning of Knowledge. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of the Vendor, or the awareness of the Vendor, it shall be deemed to refer to the actual knowledge of the Vendor, or any one or more of them, after having made due and reasonable inquiry of those persons who should have appropriate knowledge regarding the relevant matter set forth in this Agreement, including without limitation.
Meaning of Knowledge. With respect to any representation or warranty made to the “knowledge” of a Person: (a) an individual shall be deemed to have knowledge of a fact or other matter if the individual is actually aware of such fact or other matter, or if a prudent individual could be reasonably expected to discover or otherwise have knowledge of such fact or other matter due to his/her position or function, (b) an entity, other than a Seller, shall be considered to have “knowledge” of a fact or other matter if any individual who is serving as a director, manager or senior executive or officer of such entity has, or at any time had, knowledge of such fact or other matter, and (c) each Seller shall be deemed to have “knowledge” of a fact or other matter known to the Company or any Subsidiary that has been at any point in time discussed, submitted to the participants of the relevant meeting in writing and resolved on at a shareholders’ general meeting or a Board of Directors’ meeting of the Company or any Subsidiary. Moreover, each Seller shall be deemed to have “knowledge” of a fact or other matter (i) if any non independent member of the Board of Directors of the Company appointed by it, as contemplated in the Shareholders’ Agreements, is actually aware of such fact or other matter, or (ii) after due inquiry, and “due inquiry” shall mean that the relevant Seller has asked the incumbent Chief Executive Officer of the Company and the Chief Executive Officer has, after due inquiry to the appropriate senior executive or officer of the Company and/or Subsidiaries, informed the relevant Seller about such fact or matter, provided, however, that each matter informed or reported by the Company in its financial statements (demonstrações financeiras padronizadas (DFPs) or informações trimestrais (ITRs) and mandatory reference forms (formulários de referência) filed by the Company before the CVM will be deemed to be of the knowledge of each Seller.
Meaning of Knowledge. Any reference in this Agreement to the “knowledge” or the awareness of the Corporation, means the actual knowledge, information and belief of the senior management of the Corporation, and the knowledge that each would have had following a reasonable inquiry into the relevant subject matter with appropriate employees of the Corporation and the Subsidiaries, and in their capacity as officers of the Corporation and not in their personal capacity or in any other capacity, as of the date of this Agreement, and does not include any knowledge or awareness of any other individual or any constructive, implied or imputed knowledge or awareness.
Meaning of Knowledge. For the purposes of this Agreement, any reference to the existence or absence of facts which is indicated to be based on the Knowledge of TRG means the actual knowledge of TRG, its officers, directors, Shareholders and Key Employees.