Qualification as to knowledge Sample Clauses

Qualification as to knowledge. Where any statement in the Sellers’ Warranties is qualified by a person’s awareness or knowledge, that statement will be deemed to include an additional statement that it has been made after reasonable enquiries of the officers, employees and advisers of the Seller Warrantors and the Company, and includes all matters, events or circumstances of which any of the Seller Warrantors or the Company should reasonably be aware or know.
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Qualification as to knowledge. Where any statement in the Sellers’ Warranties is qualified by a Seller’s awareness or knowledge, in order to establish that the statement is true in any respect, that statement will be deemed to include an additional statement that vis à vis said Seller: (a) it has been made after reasonable enquiries of the officers of this Seller or the Seller’s representative seating on the Company’s board of directors, and includes all matters, events or circumstances of which such Seller should reasonably be aware or know; and (b) where those enquiries would have prompted a reasonable person to make further enquiries, those further enquiries have been reasonably made. [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Qualification as to knowledge. Where any statement in the Seller’s Warranties is qualified by a person’s awareness or knowledge, in order to establish that the statement is true and not misleading in any respect, that statement will be deemed to include an additional statement that: (a) it has been made after reasonable enquiries of the officers, employees and advisers of the Seller and the Companies, and includes all matters, events or circumstances of which any of the Seller or the Companies should reasonably be aware or know; and (b) where those enquiries would have prompted a reasonable person to make further enquiries, those further enquiries have been made.
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Qualification as to knowledge. Where a Sellers’ Warranty is given ‘to the best of the Warrantors’ knowledge’, or ‘so far as the Warrantors are aware’ or with a similar qualification as to the Warrantors’ awareness or knowledge, the Warrantors will be deemed to know or be aware of a particular fact, matter or circumstance if a Specified Executive of the Sellers: (a) is aware of that fact, matter or circumstance on the date the Sellers’ Warranty is given; or (b) would reasonably be expected to be aware of that fact, matter or circumstance in the performance of their duties.
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Related to Qualification as to knowledge

  • Qualification as a REIT The General Partner shall use its best efforts to cause the Partnership to distribute sufficient amounts under this Article 5 to enable the General Partner to pay dividends to the Stockholders that will enable the General Partner to (a) satisfy the requirements for qualification as a REIT under the Code and Regulations (“REIT Requirements”), and (b) avoid any federal income or excise tax liability; provided, however, that the General Partner shall not be bound to comply with this covenant to the extent such distributions would (i) violate applicable Delaware law, or (ii) contravene the terms of any notes, mortgages or other types of debt obligations to which the Partnership may be subject in conjunction with borrowed funds.

  • Due Qualification Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Insurer Qualifications Without limiting any obligations or liabilities of the Professional, the Professional shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Texas with an A.M. Best, Inc. rating of A- VII or above with policies and forms satisfactory to NBU. Failure to maintain insurance as specified herein may result in termination of this Agreement at NBU’s option.

  • Regulation D Qualification Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.