Best Knowledge of the Sellers definition

Best Knowledge of the Sellers means the actual knowledge of each of the Sellers as well as the knowledge such Persons should have had after due and careful inquiry of records and with Xx. Xxxxxx Xxxx (COO), Xx Xxxxxxx Xxxxxxx (CFO), Mr Xxxxxx Xxxxxxx-Xxxxxxxxxxx and Xx Xxxxxxx Xxxxxxx, based on the (x) specific representations and warranties given by the Sellers under this Agreement and (y) the specific questions/requests posed/made by the Purchasers and their advisors in writing during the Due Diligence, in each case as on the Signing Date;
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Best Knowledge of the Sellers means with reference to a specific date (the “Sellers’ Knowledge Reference Date”) the body of knowledge constituted on such date by (i) the actual knowledge of the managing directors of M-Tel, (ii) the actual knowledge of the managing directors of Stripe, (iii) the actual knowledge of Mag. Mxxxxx Xxxxxxx, born 6 August 1953, Dx. Xxxxx Xxxx, born 8 February 1933 and, Dx. Xxxxxxx Xxxxx, born 12 January 1947 (the “M-Tel Representatives” ), (iv) knowledge obtainable by a careful, diligent and reasonable enquiry by the M-Tel Representatives of (a) the members of the Management Board and (b) Bxxxx Xxxxxx, Vxxxxxxx Xxxxx, Jxxxx Troncheva, Wxxxxxxx Xxxxxxx and Nxxx Xxxxxx, (v) the actual knowledge of Mxxxxxx Xxxxxxxx, born 4 October 1965, Mxxx Xxxxxxx Xxxxxxxx, born 17 December 1962, and Cxxxxxx Xxxxx-Xxxxx, born 6 November 1963 (the “Stripe Representatives”), and (vi) knowledge obtainable by careful, diligent and reasonable enquiry by the Stripe Representatives of (a) the members of the Management Board and (b) Bxxxx Xxxxxx, Vxxxxxxx Xxxxx, Jxxxx Troncheva, Wxxxxxxx Xxxxxxx, and Nxxx Xxxxxx. With regard to (iv) and (vi) “knowledge obtainable by a careful, diligent and reasonable enquiry” means knowledge obtained by the M-Tel Representatives and the Stripe Representatives on the basis of the written answers provided by the member of the Management Board being responsible for shareholders’ relations on or prior to but not more than fifteen (15) Calendar Days prior to the Sellers’ Knowledge Reference Date and approved and certified in writing by the other members of the Management Board and at least one of the persons referred to under (iv) (b) and (vi) (b) in response to a particular list of questions regarding the subject matter of all representations and warranties under Clauses 5.1 (Organisation, Qualification and Corporate Power) through 5.26 (Information Disclosed by Stripe) which are qualified by the “Best Knowledge of the Sellers”. In the event of a failure to conduct such an enquiry to any extent, any knowledge that would have been obtainable through enquiry not subject to such failure is deemed to be within the Best Knowledge of the Sellers for the purposes of this definition;
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Best Knowledge of the Sellers or similar expressions shall mean the actual knowledge of the Sellers and of the members of the boards of directors (Verwaltungsrat) of each of HMT Holding and HMT (as registered in the commercial register on the Signing Date) which such board of directors obtained as of the Closing Date, in relation to the Sellers' Representations and Warranties contained in Section 6.1 above.
Sample 1

Examples of Best Knowledge of the Sellers in a sentence

  • No investigation or review by any Governmental Entity with respect to any Entity is pending or, to the Best Knowledge of the Sellers, threatened, nor has any Governmental Entity notified any Entity or any Seller of its intention to conduct the same.

  • To the Best Knowledge of the Sellers, none of said corporations has or will have violated the Securities Act or the State Laws in connection with the issuance of any shares of capital stock or other securities from the date of incorporation through the Closing Date.

  • Except as set forth on SCHEDULE 5.21, there is (i) no account debtor or note debtor delinquent in its payment by more than 90 days, (ii) no account debtor or note debtor that has refused or, to the Best Knowledge of the Sellers, threatened to refuse to pay its obligations to each Seller for any reason, (iii) to the Best Knowledge of the Sellers, no account debtor or note debtor that is insolvent or bankrupt and (iv) no account receivable or note receivable pledged to any third party by each Seller.

  • Except as set forth on SCHEDULE 5.13 and workers' compensation claims made in the ordinary course of business and consistent (in frequency and cost) with past practices, there are no (i) Proceedings pending or, to the Best Knowledge of the Sellers, threatened against any Seller, whether at law or in equity, or before or by any Governmental Entity or arbitrator or (ii) Orders of any Governmental Entity or arbitrator against any Seller.

  • All of such Permits are listed on Schedule 3.14, are in full force and effect, no violations with respect to any thereof have occurred or are or have been recorded, no Proceeding is pending or, to the Best Knowledge of the Sellers, threatened to revoke or limit any thereof except, in each case, such of the foregoing as could not reasonably be expected to have a Material Adverse Effect.

  • Such Permits are listed on SCHEDULE 5.13 and are in full force and effect, no violations with respect to any thereof have occurred or are or have been recorded, no Proceeding is pending or, to the Best Knowledge of the Sellers, threatened to revoke or limit any thereof.

  • The Company is not subject to formal proceedings or investigations or examinations by any tax authorities and to the Best Knowledge of the Sellers no such proceedings, investigations or claims are threatened against the Company.

  • To the Best Knowledge of the Sellers (i) the use of the Material Intellectual Property Rights by the Group Companies does not infringe any third party rights and (ii) no third party infringes any Material Intellectual Property Rights.

  • Other than that, none of the Group Companies holds any shares, partnership interests or, to the Best Knowledge of the Sellers, any other interests in any legal entity.

  • Except as set forth on SCHEDULE 5.14, no investigation or review by any Governmental Entity with respect to any Seller is pending or, to the Best Knowledge of the Sellers, threatened, nor has any Governmental Entity notified any Seller of its intention to conduct the same.


More Definitions of Best Knowledge of the Sellers

Best Knowledge of the Sellers means the actual or constructive knowledge, with respect to ISSUK, of Xxxxx Xxxx-Xxxxxx Xxxx; with respect to ISSGR, of Xxxxx Xxxxxx; with respect to ISSUS, of Xx Xxxxxx; and with respect to ISSI, ISSLP, ISSFD, and ISSP, of either of the Partners; PROVIDED, HOWEVER, that neither of Xxxxx Xxxx-Xxxxxx Xxxx, Xxxxx Xxxxxx, or Xx Xxxxxx shall be required to make any inquiry of any employee of ISSUK, ISSGR, or ISSUS expressly for purposes of confirming the accuracy of any representation or warranty set forth herein.
Sample 1
Best Knowledge of the Sellers means the actual knowledge of any of Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, in all cases, after due inquiry.
Sample 1
Best Knowledge of the Sellers and similar phrases are limited to the actual knowledge of the individual Sellers and means that no such individual has actual knowledge of any state of facts which is different from the facts described in this Agreement or the schedules, after due inquiry and investigation.
Sample 1
Best Knowledge of the Sellers means the actual knowledge of (i) the managing directors of the Sellers and (ii) the officers of the Guarantor significantly involved in the evaluation and negotiation of this Agreement, and the knowledge these persons would have had after reasonable inquiry and investigation.
Sample 1
Best Knowledge of the Sellers means (i) the actual knowledge (positive Kenntnis) of the members of the board of Pxxxx GmbH appointed by EQT, i.
Sample 1
Best Knowledge of the Sellers means, in respect of the Sellers, all matters which the Sellers actually knew or which should have been known by the Sellers after appropriate and diligent inquiry of all relevant management personnel of the Companies and any Subsidiary as to the accuracy and completeness of such representation and warranty. Closing and Closing Date: have the meanings set out in Article III.
Sample 1

Related to Best Knowledge of the Sellers

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

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

  • 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 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.

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

  • 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.

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

  • 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.

  • 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.

  • 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 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.

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

  • 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.

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

  • 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).

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

  • 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.

  • 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.

  • 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.

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Xxxxxxx’s financial condition.

  • 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.