Knowledge Defined definition

Knowledge Defined. As used herein, the phrase "to the Company's Knowledge" (or words of similar import) means actual knowledge of those individuals identified in Schedule 3.19, who are all of the individuals who are directors and executive officers of the Company who knew or should know as to the matters referenced herein, and includes any facts, matters or circumstances set forth in any written notice from any Government Authority or any other material written notice received by the Company or any Subsidiary, and also includes any matter of which Buyer informs the Company in writing prior to the date hereof or to which the Company acknowledges or agrees.
Sample 1
Knowledge Defined. As used herein, the phrase "to Seller's knowledge" (or words of similar import) means the knowledge of those individuals identified in Schedule 2.20, and includes any facts, matters or circumstances set forth in any written notice from any Government Authority or any other material notice received by any such individual with respect to Seller or any Subsidiary, and also includes any matter of which Parent or Buyer informs Seller in writing.
Sample 1
Knowledge Defined. As used herein, the term "knowledge" means the ----------------- knowledge of a party after reasonable inquiry, and in the case of a corporation or other entity, the reasonable level of knowledge that would be possessed by the management of such an entity after due inquiry and in the proper exercise of their management duties.
Sample 1

Examples of Knowledge Defined in a sentence

  • Company Charter and By-laws; Corporate Records 20 Section 3.11 Properties; Capital Expenditures; Other Assets 20 Section 3.12 Environmental Matters 22 Section 3.13 Employees and Employee Benefit Plans 22 Section 3.14 Labor Matters 24 Section 3.15 Affiliate Transactions 25 Section 3.16 Insurance 25 Section 3.17 Delaware Takeover Law 25 Section 3.18 Brokers or Finders 25 Section 3.19 Y2K Matters 25 Section 3.20 Knowledge Defined 26 Section 3.21 No Change of Control 26 Section 3.22 Intellectual Property.

Related to Knowledge Defined

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

  • Knowledge of the Buyer means the actual knowledge of the persons listed on Schedule 1.01 under the heading “Knowledge of the Buyer”.

  • Knowledge means actual knowledge after reasonable investigation.

  • Knowledge of the Company means the actual knowledge after reasonable inquiry of one or more of Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx.

  • Knowledge of Parent means the actual knowledge of the individuals listed on Section 1.1(a) of the Parent Disclosure Letter.

  • Knowledge of the Seller or “the Seller’s Knowledge” means the actual knowledge of any executive officer of the Seller after due inquiry into the facts or circumstances supporting any representation, warranty or statement qualified by such terms.

  • Borrower’s Knowledge or “Knowledge of the Borrower” means the actual knowledge of any person holding any of the following offices as of the date of determination: (a) President, Chief Executive Officer, any Executive Vice President, Chief Financial Officer, General Counsel, Secretary, Vice President-Human Resources, and Environmental Engineer, and any successor to those offices, such persons being the principal persons employed by the Borrower ultimately responsible for environmental operations and compliance, ERISA and legal matters relating to the Borrower or (b) the Treasurer or any other person having the primary responsibility for the day-to-day administration of, and dealings with the Administrative Agent and the Lenders in connection with, this Agreement.

  • Knowledge of the Sellers means the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Xxxxxx XxXxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx.

  • Actual Knowledge means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto.

  • Knowledge of Buyer Means the actual knowledge of Xxxxxxx 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.

  • Preliminary Default Notice shall have the meaning ascribed thereto in Article 13 of this Agreement;

  • Buyer’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx or Xxxxxxx Xxxxx.

  • 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 Sellers means the actual knowledge of the individuals listed on Section 1.1D of the Sellers’ Disclosure Schedule as to the matters represented and as of the date the representation is made.

  • Knowledge of Purchaser means the actual knowledge of the Persons listed on Section 1.1 of the Purchaser Disclosure Schedule.

  • Purchaser’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxx, B. Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, L. Xxxx Xxxxxx and Xxxxxxx Xxxxx after reasonable 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.

  • the Company’s knowledge as used herein shall mean the actual knowledge of Xxxx Xxxxxxx, Xxxx XxXxxxxx and Xxxxx Xxxxxxxxx.

  • Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.

  • Seller’s Knowledge with respect to Seller means the actual knowledge of Xxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxx Ek, after reasonable due inquiry.

  • Lender Insolvency Event means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

  • Responsible Officer means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

  • Seller’s Actual Knowledge means the actual knowledge of the managing general partners, and the Seller's bookkeeper. Each warranty and representation is material and reasonably relied upon by Buyer, and each is accurate and complete and neither omits nor misstates any material fact, as of the date of this Agreement and the date of Closing. Seller and Buyer acknowledge and agree that Buyer will have an ample opportunity to examine financial and legal documents, records, files and information and all physical items and conditions relating to the Property during the inspections specified by sections 3.2, 3.3 and 3.4 of this Agreement. Accordingly, except as otherwise specifically stated in writing between the Buyer and the Seller, Seller hereby specifically disclaims any warranty, guaranty or representation concerning (a) the water, soil and geology and suitability thereof, and of the Property for any and all activities and uses which Buyer may elect to conduct thereon, (b) the existence of any environmental hazards or conditions thereon (including but not limited to the presence of asbestos or the release or threatened release of hazardous substances), (c) compliance with all applicable laws, rules or regulations, the nature and extent of any right-of-ways, lease possession, lien, encumbrance, license, reservation or condition and (d) the compliance of the Property or its operation with any laws, ordinances or regulations of any government or other body. Buyer acknowledges that it will inspect the Property and will rely solely upon its investigation of the Property, except as otherwise specifically stated in writing between the Buyer and Seller. The sale of the Property as provided for herein is made on an "AS IS"

  • Adverse Effect has the meaning assigned to such term in Section 2.1.5;