Best Knowledge of Seller definition

Best Knowledge of Seller means, with respect to any matter in question, knowledge of any of the directors or officers of Seller or Seller's onsite management or knowledge that would have been disclosed through reasonable diligence.

Best Knowledge of Seller shall have the meaning as described in Section 14.3;

Best Knowledge of Seller means actual knowledge of the aforementioned individuals and such additional knowledge which any such person could reasonably have obtained upon due inquiry into the matter concerned.

Examples of Best Knowledge of Seller in a sentence

• To the Best Knowledge of Seller, the Companies are not exposed to any liabilities commercially unrelated to the Business that were (i) transferred by Seller or Seller’s Affiliates to any of the Companies, or (ii) otherwise incurred or assumed by any of the Companies in connection with the Carve-out Agreements.

• None of the Directors of the Company nor, to the Best Knowledge of Seller, any immediate family member of such Directors or key employees of the Company, has any direct or indirect ownership interest in any firm or corporation that directly competes with the Company (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded).

• Each Significant Customer is listed in Schedule 6.1.18.1. As of the Signing Date the Company has except as disclosed in Schedule 6.1.18.1, not received and does not anticipate to receive any written or, to the Best Knowledge of Seller, oral notice from any Significant Customer that such customer shall not continue as a customer of the Company after the Closing.

• To the Best Knowledge of Seller, the Companies hold all governmental approvals which are necessary to operate the Business in substantially the same fashion or manner as currently conducted.

• As per the Closing Date no bankruptcy or judicial composition proceedings concerning any Company are pending or have been applied for nor, to the Best Knowledge of Seller, do any reasons exist that would require such proceedings.

More Definitions of Best Knowledge of Seller

Best Knowledge of Seller means the actual knowledge of Xx Xxxxx, Xxxxx XxXxxxx, Xx Xxxxxxx, Xxx Xxxxx, Xxx Xxxx, Xxxx Xxxxxxx, Xxxx Xxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxx and Xxxxx Xxxxxxx and the knowledge those persons would be deemed to have had after making reasonable enquiry;

Best Knowledge of Seller means the actual knowledge (positive Kenntnis) of the managing directors (Geschäftsführer) of Seller which they have obtained after due inquiry of the managing directors (Geschäftsführer) of the Companies as of the Signing Date, Messrs. Xxxxxx Xxxxx, Xx. Xxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxx and Xxx Xxxxxxx, and after due inquiry of Xxxxx XX Group’s current general counsel, Xx. Xxxx Xxxxxxxxxxx, in each case in relation to the Seller’s Guarantees.

Best Knowledge of Seller means the actual knowledge (positive Kenntnis) of Messrs. Xxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxxx Xxxxxxxxx, which they have as of the point in time relevant in relation to Seller’s Guarantees contained in Section 6.1 above.

Best Knowledge of Seller and similar phrases shall mean the knowledge of Paul X. Xxxxx, X.D., in his capacity as a General Partner of Seller, and Larrx X. Xxxxxxxx, xx his capacity as the managing General Partner of Seller, with the obligation and duty to investigate and review the records and files pertaining to Seller, but without further investigation.

Best Knowledge of Seller means the actual knowledge (positive Kenntnis) of the representatives of Seller listed in Annex 21.2.2-1 (collectively "Seller's Representatives") which they had as of the Signing Date in relation to the Seller's Guarantees after having provided the members of the management (Geschäftsführung) of the Business listed in Annex 21.2.2-2 with the Seller's Guarantees and the Disclosure Annexes and having obtained a confirmation from them (issued under exclusion of any personal liability, other than for fraudulent behavior, and for the exclusive benefit of Seller) that they do not have actual knowledge (positive Kenntnis) of any facts or circumstances which are not disclosed in the Disclosure Annexes and which would render any of the Seller's Guarantees incorrect.

Best Knowledge of Seller means the actual knowledge (positive Kenntnis) of the representatives of Seller listed in

Best Knowledge of Seller means the actual knowledge of Seller after inquiry of Terry Tierney, George Rountree, Bill Kooistra and Tony Bedard (without any duty of independent investigation) and shall not include the knowledge of any other person.