M&A Boot Camp booklet 2023 - Flipbook - Page 60
Typical Qualifications in Representations & Warranties
Knowledge Qualifiers
“To the Knowledge of the Company, Target has never infringed
(directly, contributorily, by inducement or otherwise), misappropriated
or otherwise violated or made unlawful use of any Intellectual Property
of any other Person.”
“An individual shall be deemed to have ‘Knowledge’ of a particular fact
or other matter if: (a) such individual is actually aware of such fact or
other matter; or (b) such individual would have become aware of such
fact or other matter had such individual made reasonable inquiry of the
Persons who would reasonably be expected to have actual knowledge of
such fact or other matter. Target shall be deemed to have “Knowledge”
of a particular fact or other matter if any executive officer of Target or
any other individual identified on Annex 1 has Knowledge of such fact
or other matter.”
Hogan Lovells US LLP
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