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 means the actual knowledge of Seller after inquiry of Txxxx Xxxxxxx, Gxxxxx Xxxxxxxx, Bxxx Xxxxxxxx and Txxx Xxxxxx (without any duty of independent investigation) and shall not include the knowledge of any other person.

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

Examples of Best Knowledge of Seller in a sentence

• To the Best Knowledge of Seller and Shareholder, the business relationships of clients, customers and suppliers of the Business will not be adversely affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

• To the Best Knowledge of Seller and each Shareholder, all of such leases or other agreements are in full force and effect.

• To the Best Knowledge of Seller, the Business is being conducted in full compliance with all laws, ordinances, codes, rules, regulations, standards, judgments, decrees, writs, rulings, injunctions, orders and other requirements of all governmental, administrative or judicial entities in the United States of America or elsewhere (collectively, "Legal Requirements") applicable to the Business and the Assets.

• To the Best Knowledge of Seller, the business relationships of clients, customers and suppliers of the Business will not be adversely affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

• No insolvency proceeding of any character, including, without limitation, bankruptcy, receivership, reorganization, composition, or arrangement with creditors, voluntary or involuntary, affecting Seller or any of its assets or properties is pending or, to the Best Knowledge of Seller Equityholder, threatened.

More Definitions of Best Knowledge of Seller

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.

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 actual knowledge of either Seller or Stockholder after reasonable inquiry and investigation.

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 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 means the knowledge acquired based upon reasonable inquiry of the of the following members of the PRCO management: Haralx Xxxx, Xxxalx Xxxx, Xxxlhxxxx Xxxxxx, Xxxid Xxxxx, Xxxfgxxx Xxxxx, Xxxchim Bronzcyk, Roberx Xxxxxxxx, Xxinex Xxxx, Xxomax Xxxxxxx, Xxlfgxxx Xxxxxxx, Xxxhaxx Xxxxxx, Xxlmux Xxxxxxx, Xxberxxx Xxxxxxx, Xxe Kujadt, Ulrikx Xxxxxx, Xxxl-Xxxxx Xxxxxx xxx Alberx Xxx.

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; “Bid Amount” means US$865,692,063 (eight hundred and sixty five million six hundred and ninety two thousand and sixty three US Dollars) comprised of the Base Value plus the Working Capital reflected in the Accounts;