definiens: shall mean, solely for purposes of Sections 7.1, 7.2, 7.3 and 7.4 and not for purposes of any otherprovision of this Agreement, that : ( i ) with respect to [COMPANY], one or more of the persons listed in Schedule 1.1(dd)(i ) ( A ) hasactual knowledge of the fact or other matter at issue or ( B ) should have had actual knowledge of such fact or othermatter assuming the diligent exercise of such individual ’s duties as a director, officer or employee of [COMPANY] and afterreasonable investigation of employees of [COMPANY] reasonably expected to have actual knowledge of such fact or matter ; and(ii ) with respect to [COMPANY] Idec, one or more of the persons listed in Schedule 1.1(dd)(ii ) ( A ) has actual knowledge of thefact or other matter at issue or ( B ) should have had actual knowledge of such fact or other matter assuming the diligentexercise of such individual ’s duties as a director, officer or employee of [COMPANY] Idec or any of its Affiliates and afterreasonable investigation of employees of [COMPANY] Idec and its Affiliates reasonably expected to have actual knowledge ofsuch fact or matter