Knowledge Defined. For purposes of this Agreement, the term “the Company's knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.
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Samples: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to and “knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable inquiry of Rxxxxxx Xxxx Xxxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx “the Purchaser’s knowledge” and “knowledge of the Purchaser” as used herein shall mean the actual knowledge after reasonably inquiryreasonable inquiry of Xxx Xxxxxxx, Xxxxxx Xxxxx and Xxxx Xxxxxxxx.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (DreamWorks Animation SKG, Inc.)
Knowledge Defined. For purposes of this Agreement, the term “the Company's knowledge’s Knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxXxxx Xxxxxxx, Sxx Xxxxxxxx Xxxx XxXxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxxxx.
Appears in 2 contracts
Samples: Equity Purchase Agreement, Equity Purchase Agreement (Inergy L P)
Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or (and similar references to knowledge phrases) as used herein shall will mean in the case of the Members and the Company, the actual knowledge after reasonable investigation of Rxxxxxx XxxxxxXxxxxxx Xxxxx, Sxx Xxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxxxxx.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable inquiry of Rxxxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxxx, Sxx Xxxxxxxx Xxx Xxxxxxx, Xxxxx Xxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxxx.
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Knowledge Defined. For purposes of As used in this Agreement, the term “"the Company's knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, " means the actual knowledge after reasonable inquiry of Rxxxxxx Xxxxxxthe following executives of the Acquired Companies: Xxxx Xxxxxxx, Sxx Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxx Xxxxx and Jxxx Xxxxxxx Xxxxx XxXxxxxx; and the terms "Seller's knowledge" and "Buyer's knowledge" mean the actual knowledge after reasonably inquiryreasonable inquiry of Seller's executive officers and Buyer's executive officers, respectively.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge knowledge, after reasonable inquiry, of Rxxxxxx Xxx Xxxxx, Xxxx Xxxxxx, Sxx Xxxxxxxx Xxxxx Fund, Xxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxxx.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxXxxxxx Xxxxxxx, Sxx Xxx Xxxxxx and Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxxxxxx.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” (or similar references to knowledge reference) as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxSxxxxxxxx and Sxxxxx Xxxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryreasonable inquiry of each of such Person’s direct reports.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s or Seller’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxSxxxxx Xxxxxxxxxx, Sxx Jxxxxx Xxxxx, Jxxx Xxxxxxxxxxxx, Kxx Xxxxx and Mxxxxxx Xxxxxx (collectively, the “Executives”), without giving effect to any imputed knowledge and the term “Buyer’s knowledge” shall mean the actual knowledge of Mxxxxxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryJxxxx Xxxxx, without giving effect to any imputed knowledge.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to “knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual personal knowledge after due inquiry, without imputation of Rxxxxxx any other Person and without independent investigation, of Xxxxx X. Xxxxxxxxx, Xxxx X. Xxxxx, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxx, Xxx Xxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.
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Knowledge Defined. For purposes of this Agreement, the term phrase “the Company's knowledge’s Knowledge” or similar references to knowledge as used herein shall mean in means the case actual knowledge, after due inquiry, of the Members and the Companyfollowing individuals: Xxxxxxx Xxxx, the actual knowledge of Rxxxxxx Xxxxxxx Xxxxxx, Sxx Xxxxxxxx Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxx and Jxxx Xxxxxxx after reasonably inquiryXxx Xxxxxxx.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable investigation of Rxxxxxx Xxxxxxx Xxxx, Xxxxx XxXxxxx, Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxx Xxxxxxx and Xxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.. 12.04
Appears in 1 contract
Samples: Merger Agreement
Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable investigation of Rxxxxxx Jxxxxxx Xxxx, Sxxxx XxXxxxx, Txxxx Xxxxx, Jxx Xxxxxxx, Bxxx Xxxxxxx and Txxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.
Appears in 1 contract
Samples: Merger Agreement (Campbell Soup Co)
Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable inquiry of Rxxxxxx Xxxxxx X. L’Esperance, Xxxxx X. Xxxxxx, Sxx Xxxxxxxx Xxxxxxx X. Brothers, R. Xxxxx Xxxxxx, Xxxxx Xxxxxxx, and Jxxx Xxxxxxx after reasonably inquiryXxxxxx X. Xxxxxxx.
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Samples: Unit Purchase Agreement (Alliance Laundry Systems LLC)
Knowledge Defined. For purposes of this Agreement, (i) the term phrase “the Company's ’s knowledge” or similar references to knowledge phrases as used herein shall mean in the case of the Members and the Company, means the actual knowledge of Rxxxxxx Xxxxxxeach of Xxxxxxxx Xxxxxxx, Sxx Xxxxxxxx Xxxxx Xxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxxxxxx, and (ii) the phrase “the Parent or its Subsidiaries knowledge” or similar phrases as used herein means the actual knowledge of each of Xxxx Xxxxx and Xxxxx Xxxxxxxxx.
Appears in 1 contract
Samples: Merger Agreement (FISION Corp)
Knowledge Defined. For purposes of this Agreement, the term phrase “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, means the actual knowledge without independent investigation (and will in no event encompass constructive, imputed or similar concepts of Rxxxxxx Xxxxxxknowledge) of the following individuals: Xxxx Xxxx, Sxx Xxxxxxxx Xxx Xxxxxxxxxx, Xxxx Xxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxx.
Appears in 1 contract
Samples: Merger Agreement (Polyone Corp)
Knowledge Defined. (a) For purposes of this Agreement, the term “the Company's knowledge’s Knowledge” or similar references to knowledge and/or “Knowledge of the Company” as used herein shall mean in the case of the Members and the Company, means the actual knowledge after reasonable inquiry or investigation (and will in no event encompass constructive, imputed or similar concepts of Rxxxxxx knowledge) of the following personnel of the Company and/or Seller: Xxxxx X. Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxx X. Xxxxxx, Xx., Xxxxxxx after reasonably inquiry.X. Xxxxxx, Xxxxxxxxx Xxxxxxx-Xxxxxxxxx, Xxxxxxx X.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxNear Xxxxxxxx, Sxx Xxxxxxxx Xxxxxx Black, Xxxxx Xxxxxxxx, Xxxxx X. Xxxx, Xx-Xxxx Jan and Jxxx Xxxxxxx after reasonably inquiryXx.
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Knowledge Defined. For purposes of this Agreement, the term (a) “the Company's ’s knowledge” or similar references to and “knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx, Xxxx Xxxxxxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxxx, and (b) “the Parent’s knowledge,” “the Purchaser’s knowledge” or “the Merger Sub’s knowledge” as used herein shall mean the actual knowledge of Xxxxxx X. Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.
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Knowledge Defined. For purposes of this Agreement, the term “to the Company's ’s knowledge” or similar references “to the knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual knowledge knowledge, after reasonable inquiry of Rxxxxxx Xxxxxxtheir direct reports, Sxx of any of Xxxx Xxxxxxxx, Xxxxxxxx Xxxxx, Xx Xxx and Jxxx Xxxxxxx after reasonably inquiryXxx XxXxxx.
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Samples: Stock Purchase Agreement (TELUS International (Cda) Inc.)
Knowledge Defined. For purposes of As used in this Agreement, the term “"the Company's knowledge” " or similar references to "knowledge as used herein shall mean in the case of the Members and the Company, " means the actual knowledge without independent investigation (and will in no event encompass constructive, imputed or similar concepts of Rxxxxxx knowledge) of Xxx Xxxxxx, Sxx Xxxxxxxx Xxxx Xxxx, Xxx Xxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxx Xxxxx.
Appears in 1 contract
Samples: Equity Purchase Agreement (ClubCorp Holdings, Inc.)
Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references “to the knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual knowledge knowledge, following a reasonable inquiry, of Mxxxxxx X. Xxxxxxx, Xx., Mxx X. Xxxxxxx, Xx., Rxxxxxx X. Xxxxxxx and Jxxxx X. Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or (and similar references to knowledge phrases) as used herein shall will mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxXxxxxx Xxxxx, Sxx Xxxxxxxx Xx. and Jxxx Xxxxxxx Xxxx XxXxxxxx after reasonable inquiry of the Company’s employees who would reasonably inquirybe expected to have knowledge of the matter in question.
Appears in 1 contract
Samples: Merger Agreement (Datalink Corp)
Knowledge Defined. For purposes of this Agreement, the term “Knowledge” or “the Company's ’s knowledge” or (and similar references to knowledge phrases) as used herein shall will mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxXxxxx Xxxxxxx, Sxx Xxxxxxxx Xxxxx Xxxx, Xxxxx X’Xxxxxxx, Xxxx XxxXxxx and Jxxx Xxxxxxx Will Claridge after reasonably reasonable inquiry.
Appears in 1 contract
Samples: Merger Agreement (Belden Inc.)
Knowledge Defined. For purposes of this Agreement, the term “"the Company's knowledge” " or similar references to "the knowledge of the Company" as used herein shall mean in the case knowledge, after due inquiry (or what would reasonably be the knowledge if due inquiry were made), of the Members and the CompanyXxxxxxx X. Tamer, the actual knowledge of Rxxxxxx XxxxxxXxxxx X. Xxxxxxxx, Sxx Xxxxxx X. Xxxxxxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryX. X. Xxx.
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Knowledge Defined. For purposes of this Agreement, the term phrase “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, means the actual knowledge knowledge, after due inquiry, of Rxxxxxx Xxxxxx Stripe, Xxxxxxx Xxxxxx, Sxx Xxxxxxxx Xxxx Xxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxx.
Appears in 1 contract
Samples: Merger Agreement (Tornier N.V.)
Knowledge Defined. For purposes of this Agreement, the term “"the Company's knowledge” or similar references to knowledge " as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable investigation of Rxxxxxx Xxxxxx X. Xxxxxx, Sxx Xxxxxxxx III, Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxx Xxxxxx (collectively, the "Key Employees").
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Knowledge Defined. For purposes of this Agreement, (i) the term phrase “the Company's ’s knowledge” or similar references to knowledge phrases as used herein shall mean in the case of the Members and the Company, means the actual knowledge of Rxxxxxx Xxxxxxeach of Xxxxxxxx Xxxxxxx, Sxx Xxxxxxxx Xxxxx Xxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxxxxxx and and (ii) the phrase “the Parent or its Subsidiaries knowledge” or similar phrases as used herein means the actual knowledge of each of Xxxx Xxxxx and Xxxxx Xxxxxxxxx.
Appears in 1 contract
Samples: Merger Agreement (FISION Corp)
Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or and similar references to knowledge terms as used herein shall mean in the case of the Members and the Company, the actual knowledge knowledge, information or belief of Rxxxxxx XxxxxxXxxxxx Xxxxxxxxxx, Sxx Xxxxxxxx Xxx Xxxxx, Xxxxx Xxxxxxx and Jxxx Xxxxxxx Xxxx Xxxxxx after reasonably inquiryconducting a reasonable investigation.
Appears in 1 contract
Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to and “knowledge of the Company” as used herein shall mean in the case knowledge after reasonable inquiry of the Members Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxx and the Company, the actual knowledge of Rxxxxxx Xxxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.
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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case knowledge or awareness of the Members a particular fact or other matter of Xxxxxxx Xxxxx and the CompanyXxxxxxx Xx Xxxxx, the actual if that individual is actually aware of that fact or matter or if knowledge of Rxxxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx such fact or matter would have reasonably been obtained by such individual after reasonably inquirymaking commercially reasonable inquiry with respect to the particular fact or matter in question.
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