律师的基本功法律研究及法律文书.pptVIP

“据某人所知”条款(续) “Knowledge” means, when referring to the “Knowledge” of [Target], or any similar phrase or qualification based on knowledge or awareness with respect to [Target], (i) the actual knowledge of any of [named individuals], and (ii) the knowledge that any such Person referenced in (i) above, as a prudent business person, would have obtained in the conduct of his or her business. “[k]nowledge" means (i) with respect to any natural person, the actual knowledge, of such person, or (ii) with respect to any corporation or entity, the actual knowledge of such party's officers provided that such persons shall have made due and diligent inquiry of those employees and directors of such party whom such officers reasonably believe would have actual knowledge of the matters represented. "known" or "knowledge" means, with respect to any party, the actual knowledge of such party's executive officers and senior management and such knowledge as would be reasonably expected to be known by such executive officers in the ordinary and usual course of the performance of their professional responsibilities to such party. 赔偿 完成后买方要求赔偿的权利 违反陈述和保证 违反承诺事项 发生特定事项 赔偿的权利在完成后能够存续多久？ 赔偿限制条款 “Sandbagging”(“pro-sandbagging” clauses, i.e., no limitation on Buyer’s remedies based on Buyer’s pre-existing knowledge of an inaccuracy or breach) “The right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation.” 赔偿限制条款(续) “Sandbagging” (“anti-sandbagging” clauses, i.e., express limitation on Buyer’s remedies based on