Known to Purchaser definition

Known to Purchaser means (a) the actual knowledge, after due and reasonable inquiry of Xxxxx X. Xxxxx, Xxxx Xxxxxxxx and Xxxxx X. Xxxxxx and (b) Facts the existence of which would have been made apparent by Purchaser’s review of the materials and documents in the Data Room made available to Purchaser.
Sample 1Sample 2
Known to Purchaser or to “Purchaser’s Knowledge” means the actual knowledge of Xxxxxxx Xxxxx.
Sample 1Sample 2
Known to Purchaser means all matters actually known by any of Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Crit XxXxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxxxxx.
Sample 1Sample 2

Examples of Known to Purchaser in a sentence

  • If the Closing shall take place without Purchaser making an objection to an untrue representation, which is Known to Purchaser, Purchaser shall be deemed to have waived all liability of Seller by reason of such untrue representation.

  • To the Knowledge of Parent, there is no fact, event, change, circumstance, occurrence or effect (each, a “Fact”) when taken individually or together with all other Facts, that has had or would reasonably be expected to have a material adverse impact on any of the Companies, the Purchased Assets or the Business other than each Fact Known to Purchaser.

  • There is no fact Known to Purchaser which has not been disclosed to Target pursuant to this Agreement, the Schedules hereto and the Purchaser 10-K Reports and the Purchaser 10-Q Reports, all taken together as a whole, which would have or would reasonably be expected to have a Material Adverse Effect on Purchaser or materially adversely affect the ability of Purchaser to consummate in a timely manner the transactions contemplated hereby.

  • As of the Effective Date, other than the potential condemnation of the Vancouver Property and other than any other proceedings Known to Purchaser, Seller has not been served with any filing in any material litigation, arbitration or administrative proceeding with respect to the Property in which Seller, or any Affiliate of Seller is named a party that Seller has not disclosed to Purchaser.

  • All consents, approvals and waivers from Governmental Authorities and other Persons Known to Purchaser necessary to permit the transactions contemplated by this Agreement as set forth on Annex F shall have been obtained.

  • As of the Effective Date, other than the potential condemnation of the Vancouver Property and other than any other proceedings Known to Purchaser, Seller has not been served with any filing in any material litigation, arbitration or administrative proceeding with respect to the Property in which Seller, or any Affiliate of Seller is named a party that Seller has not disclosed to Purchaser or its Affiliates.

  • Purchaser also will notify Sellers and Willxxx Xxx Xxxxxx xx writing (where appropriate, through updates to the Disclosure Schedule) of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach, as soon as practicable after it becomes Known to Purchaser, of any representation, warranty, covenant or agreement made by Purchaser in this Agreement, whether occurring or arising before, on or after the date of this Agreement.

  • As of the Effective Date, other than the potential condemnation of the Vancouver Property and any other pending condemnation or other proceedings Known to Purchaser, Seller has not received any written notice of any pending condemnation of the Property or other proceedings in eminent domain regarding the Property that Seller has not provided to Purchaser or its Affiliates.

  • Except as set forth on Schedule 4.19, without limiting the generality of the foregoing, there is no fact Known to Purchaser that has had, or which may be reasonably expected to have, a materially adverse effect on any of the Division Assets or the Division Business that has not been disclosed in this Agreement.

  • As of the Effective Date, other than such notices as may be Known to Purchaser, Seller has not received any written notice of any violation of any applicable law or regulation with respect to the Property that Seller has not provided for Purchaser or its Affiliates.


More Definitions of Known to Purchaser

Known to Purchaser means the actual, conscious knowledge of Irene Fisher, Harvey Kamil, Scott Rudolph, and Michael Slade.
Sample 1
Known to Purchaser. “to Purchaser’s knowledge,” or “to the knowledge of Purchaser” or similar phrases mean for purposes of Section 4.06, 5.11 and 6.05 in the conscious awareness of Xxxx Xxxxxxxx, Xxxxxx Xxxxx de la Mesa, Xxxxx Xxxxxxx, Xxx Xxxxx, Xxx Finger and X. X. Xxxxxx. “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person or by another subsidiary of such person. “Unknown Environmental Liabilities” means Environmental Liabilities that arise (i) following the Closing under Environmental Laws out of a physical condition existing prior to Closing and arising out of the operation or conduct of the Business prior to the Closing and (ii) are not Known Environmental Liabilities. SECTION 9.06.
Sample 1
Known to Purchaser means the Knowledge of Xxxx Xxxxx or Xxxx Xxxxxx.
Sample 1
Known to Purchaser means the present actual (as opposed to constructive or imputed, except as provided below) knowledge of Xxxxxxx X. Xxxxxxxxxx and Xxxx Xxxxxxx who are Principals and authorized representatives of Purchaser. Such individuals and Purchaser shall be deemed to know the contents of (a) any Leases, Service Contracts, and matters that are expressly and clearly stated in other Due Diligence Items made available to Purchaser for review in the data room described in Section 5.2, (b) any tenant estoppel certificates and contractor estoppel certificates received by Purchaser, (c) any reports, tests, or studies obtained by Purchaser, and (d) any written disclosures by Seller to Purchaser. Such individuals are named in this Agreement solely for the purpose of establishing Purchaser's knowledge. Such individuals shall not be deemed parties to this Agreement, or to have undertaken any of Purchaser's obligations hereunder or to have made any of Purchaser's representations or warranties hereunder. No recourse shall be had to such individuals for any of Purchaser's obligations or representations or warranties hereunder (and Seller hereby waives any liability of or recourse against such individuals).
Sample 1

Related to Known to Purchaser

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Purchaser means the organization purchasing the goods.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Eligible Purchaser means a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein.

  • Seller has the meaning set forth in the Preamble.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Selling Partner has the meaning set forth in Section 8.5.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Warranty Purchaser The Person described in Section 2.04 of the Trust Sale Agreement.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Selling Parties shall have the meaning specified in the preamble.

  • Power Purchaser means the entity that is purchasing the capacity and energy to be transmitted under the Tariff.

  • the Seller means the person so described in the Order;

  • Material Defect As defined in Section 2.02(c) hereof.