Common use of Purchaser’s Knowledge Clause in Contracts

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 or Seller’s agents as to the economic feasibility of any existing or proposed use of the Assets.

Purchaser’s Knowledge. To Whenever a representation is qualified by the extent phrase “to Purchaser’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇, without independent investigation or inquiry and without any duty of inquiry or investigation. Notwithstanding the foregoing, for purposes of this Agreement, Purchaser shall be deemed to have “knowledge” of any information relating to the Property that is delivered to Purchaser in writing or has actual knowledge on been otherwise made available to Purchaser at the datasite located at ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ and commonly known as the “▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP SFTP website, port 22” (the “Data Site”) as of the Effective Date, or any other information delivered in writing at any time prior to the Effective Date that Seller's representations and warranties herein are inaccurateClosing Date, untrue, either by 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 behalf 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, managementby Seller’s Broker (hereinafter defined) or any partner, economic conditionsmember, and cost director, officer, employee or agent 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 or Seller’s agents Broker; provided, however, that in no event shall Purchaser be deemed to have knowledge of any matter, except to the extent disclosed on any Schedule to this Agreement, contained in any unexecuted Space Lease, Service Contract or any other agreement provided on the Data Site which would require due execution by the parties thereto in order to be enforceable. Seller acknowledges that ▇▇▇▇▇▇▇ ▇▇▇▇▇ is named solely for the purpose of defining the scope of Purchaser’s knowledge and not for the purpose of imposing any liability on or creating any duties running from ▇▇▇▇▇▇▇ ▇▇▇▇▇ to Seller and Seller agrees that ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not have any personal liability under this Agreement or in connection with the transactions contemplated hereby. Purchaser hereby represents and warrants that ▇▇▇▇▇▇▇ ▇▇▇▇▇ is the individual affiliated with Purchaser who has the most knowledge as to the economic feasibility of any existing or proposed use of the Assetsmatters represented by Purchaser herein.

Purchaser’s Knowledge. To 12.1 The Purchaser hereby confirms that it is not aware of any matter or thing which constitutes a breach of any of the extent Warranties. 12.2 It is hereby acknowledged by the Warrantor that notwithstanding that the Purchaser has actual knowledge knows about the sale of the freehold property at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇, the Pre-Sale Dividend and/or the Reorganisation and Reconstruction of Share Capital and all circumstances leading to such events, the Purchaser shall be entitled (except in respect of the first (pound)500,000 of Tax that is payable by the Company in respect of the sale of the freehold property at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ and any ACT on the Pre-Sale Dividend) to make a claim or prior claims against the Warrantor for breach of Warranty or pursuant to the Effective Date that Seller's representations Deed of Indemnity should any such claim or claims arise after the date hereof which directly or indirectly relate or relates to the sale of the freehold property at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇, the Pre-Sale Dividend and/or the Reorganisation and warranties herein are inaccurate, untrue, or incorrect in any way, such representations and warranties Reconstruction of Share Capital. 123 SCHEDULE 8 TERMS RELATING TO RETENTION 1. The Retention shall be deemed modified to reflect Purchaser's knowledge. For avoidance of doubt, it is understood that Seller shall have retained by 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 Retention Agent in a material adverse effect on deposit account with National Westminster Bank PLC in the value City of London (the Assets "ACCOUNT") and shall only be released in accordance with the provisions set out in this Schedule 8 or otherwise as jointly instructed by the Business pursuant to Section 2.14parties. 2. Subject as provided below, Purchaser the Retention Agent 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 procure that: (a) (pound)1,500,000 of the monies standing to waive such misrepresentations or breaches the credit of representations and warranties and consummate the transaction contemplated by this Agreement without Account (the "FIRST PAYMENT") together with any reduction of or credit against interest earned thereon shall be paid to the Purchase Price or Warrantor's Solicitors on 1 July 1998 (the "FIRST PAYMENT DATE"); and (b) the balance of the monies standing to terminate this Agreement by written notice given to Seller, in which event this Agreement the credit of the Account including any interest earned thereon 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 paid to the Assets is dependent Warrantor's Solicitors 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 or Seller’s agents as to 2 January 1999 (the economic feasibility of any existing or proposed use of the Assets"SECOND PAYMENT DATE").

Purchaser’s Knowledge. To The Sellers shall not be liable under or in connection with this Agreement in respect of a claim if the extent that Purchaser, any of the Purchaser’s direct or indirect shareholders, or any director, officer, employee or professional adviser of the Purchaser or of any of the Purchaser’s direct or indirect shareholders who has been involved in the negotiation or preparation of this Agreement (including without limitation the due diligence performed in relation to the Group and its Business) has on the date of this Agreement actual knowledge on or prior to of the Effective Date that Seller's representations and warranties herein are inaccurate, untrue, or incorrect in any way, such representations and warranties underlying facts constituting a Breach. The following facts shall be deemed modified to reflect Purchaser's knowledge. For avoidance known by the Purchaser on the date of doubt, it is understood that Seller shall this Agreement: (i) all matters fairly disclosed in this Agreement; (ii) those matters fairly disclosed in the documents which have the burden of proof regarding whether Purchaser had actual knowledge on or prior been made accessible to the Effective Date that such representation Purchaser and warranty was inaccurateany members of corporate bodies or any employees, untrue or incorrect. If after advisors and/or any other representatives of the Effective Date but prior Purchaser during the period commencing on June 5, 2012 and ending on October 16, 2012 (with status October 9, 2012) through a virtual data room operated by Intralinks for purposes of conducting a due diligence of the Group; for identification purposes all documents including the data room index of these documents have been stored on an electronic data storage medium and handed over 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 acting notary to be taken into custody until 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 expiry of the Assets or the Business limitation periods pursuant to Section 2.14, Purchaser shall give Seller written notice thereof within ten (10this Agreement. Schedule 10.4.4(ii)(2) 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 contains an index of the Closing (not to exceed ninety (90) days) virtual data room solely for the purpose of curing such breach reference to this index and the reasonable satisfaction of Purchaser. If Seller is unable to cure such breach of representation documents contained therein in other Schedules for identification purposes. (iii) all matters fairly disclosed in the Annual Accounts or warranty, then Purchaser, as its sole remedy for any the Managements Accounts and all such untrue, inaccurate, matters specifically provided for in the Annual Accounts or incorrect representations or warranties, shall elect either disclosed in Schedule 10.4.4(iii); (aiv) to waive such misrepresentations or breaches all matters fairly disclosed in the Financial Fact Book prepared by PWC (version as of representations and warranties and consummate 11 May 2012) prepared by the transaction Seller for the purpose of the acquisition contemplated by this Agreement without Agreement; and (v) all other matters as listed in Schedule 10.4.4(v). For purposes of this Clause 10.4.4, 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 matters shall be terminated and thereafter neither party shall deemed „fairly disclosed”, if the disclosure was made in a manner that (i) the significance of the respective information disclosed could have any further rights or obligations hereunder except as provided in any section hereof that reasonably been appreciated by its terms expressly provides that it survives any termination of this Agreement. the Purchaser realizes that profit or loss with respect to from the Assets is dependent on many variables including, without limitation, management, economic conditionsrespective documents, and cost (ii) the degree 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 or Seller’s agents as to the economic feasibility of any existing or proposed use exposure of the Assetsrespective issue was reasonably apparent and coherent from the information disclosed.