Knowledge Parties. References in this Agreement to the Company Parties’ knowledge or words of similar import shall mean the knowledge of [Names], assuming reasonable investigation and inquiry as to the subject matter in question is made of the Company’s other officers, directors, management employees and outside counsel and accountants.96 96 For information about the importance of identifying these knowledge parties, see supra notes 47 & 48.
Knowledge Parties. The President & Chief Executive Officer and the Chief Financial Officer & Treasurer of each Borrower are the officers of Borrower who are appropriately positioned to provide knowledge of the representations and warranties set forth herein.
Knowledge Parties. Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx are the officers of Borrower who are appropriately positioned to provide knowledge of the representations and warranties set forth herein.
Knowledge Parties. (a) If a representation, warranty or other statement is made in this Agreement or in any document or instrument to be delivered at Closing pursuant to this Agreement, on the basis of the “knowledge,” “actual knowledge” or “best of knowledge” (or similar phrases) of Seller then such representation, warranty or other statement is made based on the actual, current, conscious express awareness of facts or other information of Xxxxxx Xxxxxx and Xxxxx Xxxxxxx, as distinguished from implied, imputed and/or constructive knowledge, as of the Effective Date and as of any time thereafter up to and including the Closing, and without undertaking any special inquiry or investigation by such person(s). Seller represents and warrants that such persons are the most knowledgeable employees of Seller with respect to (i) the representations and warranties made by Seller under this Agreement, (ii) the Property, and (iii) the transaction contemplated by this Agreement. Seller is not under a duty of inquiry or investigation in order to make any such representation, warranty or other statement. 257090980 v3
(b) If a representation, warranty or other statement is made in this Agreement or in any document or instrument to be delivered at Closing pursuant to this Agreement, on the basis of the “knowledge,” “actual knowledge” or “best of knowledge” (or similar phrases) of Buyer then such representation, warranty or other statement is made based on the actual, current, conscious express awareness of facts or other information of Xxxxxxxxxxx Xxxxxx, as distinguished from implied, imputed and/or constructive knowledge, as of the Effective Date and as of any time thereafter up to and including the Closing, and without undertaking any special inquiry or investigation by such person(s). In all events, Buyer shall be deemed to have actual knowledge of the Due Diligence Materials that are in the diligence data room described in Section 3.1(a). Buyer represents and warrants to Seller that such individuals are the persons most knowledgeable in connection with the representations and warranties made by Buyer under this Agreement. Buyer is not under a duty of inquiry or investigation in order to make any such representation, warranty or other statement.
Knowledge Parties. References in this Agreement to Sellers' knowledge or words of similar import mean the current actual knowledge of Xxx Xxxx, Xxxxxx X. Xxxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxx, and shall also include the knowledge the foregoing individuals would be reasonably expected to have if, as a result of the position such individual holds, such person made a reasonable inquiry in light of the circumstances.
Knowledge Parties. 1. Xxxxxxx Xxx
2. Xxxxxx Xxx
3. Xxxxx Xxxxx
4. Xxxxx Xxxxxxxxxxx
5. Xxxxxxx Xxxxxxx
Knowledge Parties. 4.9(b) Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4.5 Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7.1 Maximum Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7.5
Knowledge Parties. Nxxxxxx Xxxxxxx Sxxxx Xxxxxxxxxx Cxxxx Xxxxx Rxxxx Rxxxx Xxxx Xxxxxx Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Rules of Interpretation 4 Section 1.03 UCC Definitions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 4 Section 2.01 Inventory and Equipment 4 Section 2.02 Location; Records 4 Section 2.03 Certificated Securities and Instruments; Receivables 4 Section 2.04 Changes in Circumstances 5 Section 2.05 Intellectual Property 5 Section 2.06 Commercial Tort Claims 5 ARTICLE III COLLATERAL 5 Section 3.01 Grants of Security Interests 5 Section 3.02 Performance of Obligations 6 ARTICLE IV CERTAIN ASSURANCES; REMEDIES 7 Section 4.01 Delivery and Other Perfection Activities 7 Section 4.02 Intellectual Property 8 Section 4.03 Commercial Tort Claims 8 Section 4.04 Other Financing Statements and Liens 8 Section 4.05 Preservation of Rights 8 Section 4.06 Special Provisions Relating to Certain Collateral 8 Section 4.07 Custody and Preservation 10 Section 4.08 Rights to Preserve and Protect 10 Section 4.09 Remedies Generally 10 Section 4.10 Deficiency 12 Section 4.11 Change of Name or Location 12 Section 4.12 Private Sale 12 Section 4.13 Application of Proceeds 12 Section 4.14 Attorney-in-Fact 13 Section 4.15 Perfection 15 Section 4.16 Release of Liens 15 ARTICLE V MISCELLANEOUS 15 Section 5.01 Collateral Agent’s Right to Perform on Borrower’s Behalf 15 Section 5.02 Set-Off 16 Section 5.03 No Waiver; Remedies Cumulative 16 Section 5.04 Notices 16 Section 5.05 Amendments, Etc. 16 Section 5.06 Successors and Assigns 16 Section 5.07 Survival; Reliance 17 Section 5.08 Effectiveness; Continuing Nature of this Agreement 17 Section 5.09 Integration 17 Section 5.10 Agents, Etc. 17 Section 5.11 Severability 17 Section 5.12 Counterparts 17 Section 5.13 Headings 17 Section 5.14 Governing Law 17 Section 5.15 Submission To Jurisdiction; Waivers 18 Section 5.16 Acknowledgements 18 Section 5.17 Waiver of Jury Trial 18 Section 5.18 Security Interest Absolute 18 Section 5.19 Release; Termination 20 Section 5.20 Reinstatement 20 Section 5.21 No Third Party Beneficiaries 20 Section 5.22 Enforcement Expenses; Indemnification 20 Section 5.23 Collateral Agent 21 Section 5.24 Specific Performance 21 Section 5.25 LGIA Notice 21 Schedules Schedule1 Instruments, Chattel Paper and Certificated Securities Schedule2 Commercial Tort Claims Schedule3 Location of Inventory or Equipment Schedule4 Location of Books and Records SECURITY AGREEMENT, dated as of October 17, 2014 ...
Knowledge Parties. References in this Agreement to Seller's knowledge or words of similar import mean the knowledge of Xxxx Xxxxxx, Xxxx Xxxxxx and any other officer or manager of Seller, assuming reasonable investigation and inquiry as to the subject matter in question is made of Seller's other officers, directors, management employees and outside counsel and accountants.
Knowledge Parties. References in this Agreement to Sellers' knowledge or words of similar import mean the actual knowledge of Evan J. Segal, Stacy A. Brovitz, Charles R. Hosler, Michael C. Brown, Xxxxxxx X. Xxucx, xxx Xxxxxxx X. Xxxxx, xx xxxx xxse xxxxx xxx xxxxxry.
