Best Knowledge of Sellers definition

Best Knowledge of Sellers means the current actual knowledge of Sellers, after due inquiry of the Manager.
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Best Knowledge of Sellers. OR "SELLERS' BEST KNOWLEDGE" means actual knowledge of any individual listed on SCHEDULE 1.4;
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Best Knowledge of Sellers means the actual knowledge of Xxxxxxx X. X'Xxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxx, Xxxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx, Xx., Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx, Xxx Xxxxxx and Xxxxxx Xxxxxxxxx, in each case after making due inquiry.
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Examples of Best Knowledge of Sellers in a sentence

  • To the Best Knowledge of Sellers, each Acquired Company maintains its books, records and accounts in accordance with good business practice and in sufficient detail to reflect accurately and fairly the transactions and the condition of its business.

  • The Financial Statements (i) are true, correct and complete, (ii) are in accordance with the Business Records, (iii) to the Best Knowledge of Sellers or the Company Principals, have been prepared in a manner that is not materially different from GAAP, and (iv) fairly present the financial condition and results of operations of the Company as of the respective dates thereof and for the periods covered thereby.

  • No pending or, to the Best Knowledge of Sellers, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan of the Acquired Companies, other than normal benefit claims filed by participants or beneficiaries.

  • There are no Actions or Proceedings pending or, to the ---------- Best Knowledge of Sellers or the Company Principals, threatened or anticipated against, relating to or affecting (i) either Seller, the Purchased Assets or the Business or (ii) the transactions contemplated by this Agreement, and there is no basis for any such Action or Proceeding.

  • Except as set forth in Section ------- 3.19 of the Disclosure Schedule, since November 13, 1998, no single customer or ---- group of affiliated customers contributing more than $250 per month to the gross revenues of the Business has stopped doing business with the Company or Xxxxxxx, and to the Best Knowledge of Sellers and the Company Principals, no such customer has an intention to discontinue doing business or reduce the level of gross revenues from that in fiscal year 1997 with the Company or Xxxxxxx.

  • No claim has been asserted against either Acquired Company that (i) relates to the validity or enforcement of any patent, trademark, copyright or trade secret infringement, (ii) relates to the ownership of or right to use any Proprietary Right or (iii) challenges or questions the validity or effectiveness of any license or agreement that constitutes a part of any Proprietary Right, and to the Best Knowledge of Sellers, there is no valid basis for any such claim.

  • To the Best Knowledge of Sellers, the Acquired Companies have the right to use the Proprietary Rights without infringing or violating the rights of any third parties.

  • To the Best Knowledge of Sellers, the Acquired Companies either own or possess adequate licenses or other rights, if any, for all patents, trademarks, service marks and copyrights, if any, necessary to conduct their respective businesses, without conflict with the rights of others.

  • To the Best Knowledge of Sellers, SCHEDULE 4.13(a)(iii) contains a description of all material oral proposals to customers or potential customers of the Work/Family Business currently outstanding but unaccepted.

  • To the Best Knowledge of Sellers, there is no fact or matter that is not disclosed to Purchaser in this Agreement or the Schedules that materially and adversely affects or, so far as Sellers or Target can now reasonably foresee, could materially and adversely affect the condition (financial or otherwise) of Target or the ability of Sellers or Target to perform their respective obligations under this Agreement.


More Definitions of Best Knowledge of Sellers

Best Knowledge of Sellers means, with respect to any matter in question, knowledge of any of the directors or officers of Sellers or Sellers' onsite management or knowledge that would have been disclosed through reasonable diligence.
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Best Knowledge of Sellers means the actual knowledge of any general partner of Trirock or any officer of PIC, after reasonable inquiry, provided that the knowledge of any limited partner of Trirock shall not in and of itself be deemed to be the actual knowledge of any general partner of Trirock.
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Best Knowledge of Sellers means any fact or circumstance that has come to ------------------------- the attention of Jxxx Xxxx, Lxxxxx Xxxxxxxx, Mxxx Xxxxxx, Dxxxxx Xxxxx and Sxxxx Xxxxx. The parties hereto agree that this definition does not make any of the aforementioned individuals subject to any personal liability pursuant to this Agreement.
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Related to Best Knowledge of Sellers

  • Knowledge of Sellers means the knowledge, after reasonable inquiry, of the following employees of Sellers: Paivi Xxxxxxxx, Xxxxxx Sonninen, Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxx, Jan Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxxxxxxxx, Xxxxx Going and Xxx Xxxxxxx.

  • Knowledge of Seller means, as to a particular matter, the current actual knowledge of the following people: Xxxxxxx Xxx; Xxxxxxx Soon-Shiong; Xxxx Xxxx; Xxx Xxxxx; Xxxxx Xxxxxxx; Xxxxx Xxxxxxxxx; Xxxxxxx Xxxx; and Xxxx Leader.

  • Seller’s Knowledge or any similar phrase means the actual knowledge of Xxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx.

  • Knowledge of Seller or Seller’s Knowledge or any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of Seller, after due inquiry.

  • to Seller’s knowledge or “Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge solely of Xxxx Xxxxxxx, Vice President, Leasing, and Xxxxxxxx Xxxxxxx, Senior Director of Property Management and regional property manager for this Property, without any independent investigation or inquiry whatsoever.

  • Buyer’s Knowledge means the actual knowledge of Xxxxx Xxxxxx.

  • Purchaser’s Knowledge means the actual knowledge, without inquiry, of Mxxxxx Xxxxx or Gxxxxx Xxxxxxx.

  • Best Knowledge means both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

  • Knowledge of the Buyer means, as to a particular matter, the actual knowledge, after reasonable inquiry, of the following persons at the Buyer: Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxx, X.X. Xxxxxxx, and Xxxx Xxxxx.

  • Knowledge of the Sellers means a Seller’s or any of the Company’s officers’ or employees’ (i) actual knowledge; (ii) knowledge that would have been obtained upon reasonable due care; or (iii) knowledge that they should have had in performing the duties of their office.

  • Knowledge of Purchaser means the actual knowledge, after reasonable inquiry of their respective direct reports, of the Persons listed on Section 1.1(a) of the Purchaser Disclosure Schedule.

  • Knowledge of Buyer Means the actual knowledge of Xxxxxxx Xxxxxx.

  • Parent’s Knowledge means the actual knowledge of those individuals identified in Section 1.1(b) of the Parent Disclosure Schedule.

  • Knowledge of Parent means the actual knowledge of the individuals identified on Section 8.11 of the Parent Disclosure Letter.

  • Company’s Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 0000 Xxx) of the Company, after due inquiry.

  • Knowledge of the Seller means the actual knowledge of Xxxx Xxxxx, Xxx Xxxxxxxxx, or Xxxxxx XxXxxxx.

  • Knowledge of the Company means the actual knowledge after reasonable inquiry of one or more of Lxxx XxXxx, Jxxxxx Xxxxxx, Cxxxxxxxxxx Xxxxx, Wxxxx Xxxxxxxxx, Gxxxx Xxxxx, Jxxx Xxxxxxx, Sxxx Rxxxxxxx or Axxx Xxxxx.

  • the Company’s knowledge means the knowledge, after reasonable inquiry, of Pxxxxx Xxxxx, Lxxxxxxx Xxxxxx, Sxxxxxx XxXxxxxx and Kxxxxxx Xxxxx.

  • to the Company’s knowledge means the actual knowledge after reasonable investigation of the Company’s officers and directors.

  • to the best knowledge of means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

  • Borrower’s Knowledge “Borrower’s best knowledge”, “known to Borrower”, and similar phrases, shall mean (and shall be limited to) the actual knowledge of Xxxxx Xxxxxxx, Xxxxxxx Xxxx, X.X. Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, Xxxxx Xxxxx or Xxxxxxxxxxx Xxxxx as of the Closing Date after conducting such due diligence as each of them, as senior executives of experienced investors in commercial properties and/or operators of commercial properties similar to the Properties, as applicable, have reasonably deemed appropriate in connection with the ownership of the Collateral, the Senior Mezzanine Collateral and the Mortgage Loan Collateral and the borrowing of the Loan; provided, however, in all cases where such a qualification is used, there are no unknown breaches or violations of the so qualified representations or warranties that would in the aggregate have a Material Adverse Effect. Lender acknowledges and agrees that the foregoing individuals are identified solely for the purpose of defining the scope of knowledge and not for the purpose of imposing any liability upon any such individual or creating any duties running from any such individual to Borrower, Lender or any other party.

  • Knowledge means actual knowledge after reasonable investigation.

  • Investigations The Xxxxxxx, when requested by one or a number of employees whom he/she represents, may investigate the basis for any dispute arising under this Agreement and may, at any stage, assist the employee(s) in seeking resolution of such dispute through the grievance procedure provided herein. A representative of the Union may substitute in place of the Xxxxxxx.

  • to the knowledge of a person means in the case of the Company, the actual knowledge of each persons listed on Schedule A after reasonable inquiry of the individuals with operational responsibility in the functional area of such person, and in the case of SPAC, the actual knowledge of the individuals listed on Schedule II, after reasonable inquiry.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Threatened a claim, Proceeding, dispute, action, or other matter will be deemed to have been "Threatened" if any demand or statement has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred or any other circumstances exist, that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action, or other matter is likely to be asserted, commenced, taken, or otherwise pursued in the future.