Purchaser’s Knowledge Clause Samples

Purchaser’s Knowledge. The Seller shall not be liable for any Claim under or in respect of the Seller’s Warranties to the extent that the Purchaser is actually aware at the date of this Agreement (i) of the facts, matters or circumstances which are the subject matter of the Claim and (ii) that such facts, matters or circumstances could reasonably be expected to give rise to a Claim.

Purchaser’s Knowledge. No officer or director of Parent or Purchaser has actual knowledge, as of the date hereof, of any state of facts which, in the judgment of Parent or Purchaser, will give rise to a Shareholder Indemnified Obligation or a Purchaser Indemnified Obligation, except for such matters as have been previously disclosed in writing to the Shareholders, the Company or their representatives.

Purchaser’s Knowledge. Any and all uses of the phrase, “to the best of the Purchaser’s knowledge” or other references to Purchaser’s knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as to a fact at the time given without investigation or inquiry and as of the Closing Date.

Purchaser’s Knowledge. The actual knowledge of Purchaser’s officers and directors after reasonable inquiry.

Purchaser’s Knowledge. The Warranties are given subject to matters fairly disclosed in this Agreement or in the Disclosure Letter, but no other information relating to the Sale Group of which the Purchaser has knowledge (actual or constructive) shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable.

Purchaser’s Knowledge. Where a representation or warranty is stated to be based on or to the knowledge of Purchaser, such phrase or words of similar import shall refer solely to the actual knowledge, after due inquiry, of ▇▇▇▇▇ ▇▇▇▇▇, Purchaser’s Chief Executive Officer, as of the date of this Agreement.

Purchaser’s Knowledge. The Purchaser hereby agrees that to the extent any representation or warranty of Vendor made herein is, to the actual knowledge of Purchaser prior to the Closing, untrue or incorrect, (i) the Purchaser shall have no rights thereunder by reason of such untruth or inaccuracy and (ii) any such representation or warranty by Vendor shall be deemed to be amended to the extent necessary to render it consistent with such knowledge of the Purchaser.

Purchaser’s Knowledge. To the extent that Purchaser has actual knowledge on or prior to the Effective Date that Seller's representations and warranties herein are inaccurate, untrue, or incorrect in any way, such representations and warranties shall be deemed modified to reflect Purchaser's knowledge. For avoidance of doubt, it is understood that Seller shall have the burden of proof regarding whether Purchaser had actual knowledge on or prior to the Effective Date that such representation and warranty was inaccurate, untrue or incorrect. If after the Effective Date but prior to the Closing, Purchaser or any agent or employee of Purchaser obtains actual knowledge that any of Seller's representations or warranties were inaccurate, untrue, or incorrect in any way when made or have become inaccurate, untrue, or incorrect in any material aspect as if made again at the time, or if Seller takes any action with respect to the Assets or the Business that results in a material adverse effect on the value of the Assets or the Business pursuant to Section 2.14, Purchaser shall give Seller written notice thereof within ten (10) business days of obtaining such knowledge (but, in any event, prior to Closing). In such event Seller shall have the right to a reasonable extension of the Closing (not to exceed ninety (90) days) for the purpose of curing such breach to the reasonable satisfaction of Purchaser. If Seller is unable to cure such breach of representation or warranty, then Purchaser, as its sole remedy for any and all such untrue, inaccurate, or incorrect representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated by this Agreement without any reduction of or credit against the Purchase Price or (b) to terminate this Agreement by written notice given to Seller, in which event this Agreement shall be terminated and thereafter neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Purchaser realizes that profit or loss with respect to the Assets is dependent on many variables including, without limitation, management, economic conditions, and cost of operations, and Purchaser is relying on Purchaser's own abilities and financial resources, and that Purchaser is not in any way relying upon any representations or warranties by Seller ...

Purchaser’s Knowledge. Due diligence