definiens: shall mean the actual knowledge, after investigation consistent with such person ’s position or authority, of the individualsidentified in Section 1.3 of the Company Disclosure Letter ; and shall mean the actualknowledge, after investigation consistent with such person ’s position or authority, of the individuals identified in Section 1.3of the Parent Disclosure Letter . It is understood and agreed that the specification of any dollar amount in the representationsand warranties contained in this Agreement or the inclusion of any specific item in the Company Disclosure Letter is notintended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are notmaterial, and neither party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in theCompany Disclosure Letter in any dispute or controversy between the parties as to whether any obligation, item or matter notdescribed in this Agreement or included in the Company Disclosure Letter is or is not material for purposes of this Agreement