Example ContractsClausesKnowledge
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For purposes of this Agreement, references to “Sellers’ knowledge”, “Sellers’ actual knowledge”, “the knowledge of Sellers” the “actual knowledge of Sellers”, “actually known to Sellers” or words of similar import shall be deemed to refer solely to the actual knowledge of ​ (and solely for purposes of Section 9.1(C), it shall be deemed to include the actual knowledge of ​) on behalf of Sellers and shall not include any obligation of further inquiry or investigation, nor any knowledge which could or should have been obtained, or matter which might be deemed to be known to such person, by virtue of constructive notice, inquiry notice, or any other form of notice or duty of investigation.

“Partnership’s Knowledge” shall mean the actual knowledge as of the Closing Date of Matthew J. Stevenson.

Knowledge. A corporation shall be deemed to have “knowledge” of a particular fact or matter only if a director or officer of such corporation has, had or should have had knowledge of such fact or matter.

Section # Knowledge of the Company. For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge without independent investigation (and shall in no event encompass constructive, imputed or similar concepts of knowledge) of [[Person A:Person]]liam McKernan, [[Person C:Person]]ix DiFiore and [[Person E:Person]]e of whom shall have any personal liability or obligations regarding such knowledge.

Knowledge of the Company” means the actual knowledge, after due inquiry, of any executive officer of the Company.

As used in this Section 8, “knowledge” means that has knowledge based on a reasonable investigation into the applicable matter.

Knowledge of Purchaser” shall mean the actual knowledge of the Persons set forth on Section A(i) of the Sellers Disclosure Letter.

All references in this Agreement to "Seller's knowledge" or words of similar import (whether or not such words may be capitalized), # shall refer only to the current actual knowledge of the "Knowledge Party" identified in this Section 7.2 and # shall not be construed to refer to the knowledge of any other officer, director, shareholder, consultant, employee, agent, property manager or representative of Seller. There shall be no personal liability on the part of the Knowledge Party arising out of any representations and warranties made herein. For purposes of this Agreement, the "Knowledge Parties" shall be Mark Winmill, Thomas O'Malley, John Ramírez, Russell Kamerman, Robert Mathers, and William Jette. All references herein to written notice having been given to Seller shall include only those notices actually received by the Knowledge Party or for which Seller shall have received formal written notice.

. No Indemnifying Party shall have any liability hereunder for Losses arising from or relating to any inaccuracy in or any breach of any representation or warranty if the Indemnifying Party can establish that the Claiming Party had actual knowledge as of the Closing Date of such inaccuracy or breach. For purposes of this Article IX, actual knowledge with respect to the Buyer shall mean the actual knowledge (as opposed to imputed or constructive knowledge) of John Meeks, Paul Burns, Vineet Kshirsagar, Sean Valashinas and Deborah Rosen and with respect to the Sellers, shall have the meaning ascribed to “Knowledge of the Seller” set forth in Article XI hereof.

Knowledge” means the actual knowledge of the following individuals: # with respect to Emmis, Jeff Smulyan and Pat Walsh, or # with respect to Sinclair, Bob Sinclair and [[Person A:Person]].

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