No Actual Knowledge Clause Samples

The "No Actual Knowledge" clause defines the standard by which a party's awareness of certain facts or circumstances is measured, limiting it to what the party actually knows rather than what they should have known or could have discovered through investigation. In practice, this means that a party is only responsible for information that has come to their direct attention, and is not held liable for facts that are merely available or discoverable through due diligence. This clause serves to allocate risk by protecting parties from liability for unknown issues, ensuring that obligations or representations are based solely on their actual, rather than constructive, knowledge.
No Actual Knowledge. Notwithstanding the foregoing, each party represents and warrants to the other that it does not have any actual knowledge that the utilization of its Technology would constitute infringement of presently existing valid patents of others.
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No Actual Knowledge. As of the execution of this Agreement, no Company Director has any actual knowledge of a breach of any representation or warranty made by PRG or Seller in this Agreement, and Purchaser is not currently preparing to make a claim against PRG or Seller with respect to any such breach.
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No Actual Knowledge. No executive officer of the Buyer has actual knowledge of facts, omission of facts, or occurrences as of the Closing Date which would constitute the basis for maintaining a successful a claim of indemnity of the Buyer against the Sellers under Article 8 of this Agreement.
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No Actual Knowledge. The representations and warranties in this Article III are subject to the following: As of the date of execution of this Agreement, based upon his actual knowledge as an officer of the Company, Johnson is not aware (a) of any representation or warranty of t▇▇ ▇▇▇▇any set forth in this Article III which is not true and correct or (b) of any facts or circumstances which could reasonably be expected to result in any such representation or warranty being untrue or incorrect, in each case, where such failure of any representations or warranties to be true and correct, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect.
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Related to No Actual Knowledge

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • Residual Knowledge Nothing contained in this Agreement shall restrict either party from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the undocumented mental impressions of such party's personnel relating to the Services which either party, individually or jointly, develops or discloses under this Agreement, provided that in doing so such party does not (a) infringe the intellectual property rights of the other party or third parties who have licensed or provided materials to the other party, or (b) breach its confidentiality obligations under this Agreement or under agreements with third parties.

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

  • Knowledge Whenever a representation or warranty or other statement in this Agreement (including, without limitation, Schedule I hereto) is made with respect to a Person's "knowledge," such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of 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.