Knowledge of HoldCo definition
Examples of Knowledge of HoldCo in a sentence
As of the date hereof, there is no Action pending against (or to the Knowledge of HoldCo, threatened in writing against or naming as a party thereto), any Parent Party that would reasonably be expected to, individually or in the aggregate, prevent or materially impair or delay the consummation of the Merger.
There are no pending or, to the Knowledge of HoldCo, threatened Legal Proceedings challenging or questioning (A) the validity or effectiveness of the Intellectual Property or any Intellectual Property Agreement to which the Companies are a party, or (B) the right of the Companies to use, copy, modify or distribute the Intellectual Property.
None of the Companies, nor, to the Knowledge of HoldCo, any other Person that is a party to any lease or sublease constituting the Leased Real Property, is in default or breach (with or without due notice or lapse of time or both) in any material respect under the terms of any such lease or sublease.
No Proceeding is pending or, to the Knowledge of HoldCo, threatened with respect to the revocation or limitation of any of such Governmental Approvals.
There are no pending or, to the Knowledge of HoldCo, threatened Legal Proceedings against, by or on behalf of, or with respect to any of the Company Benefit Plans or the assets, fiduciaries or administrators thereof (other than routine claims for benefits).
To the Knowledge of HoldCo, there is no reasonable basis for any Legal Proceeding or Claim that if determined adversely to the Companies, would be reasonably likely to result in a material liability to any or all of the Companies or any material property or asset of any of the Companies or materially delay or impair the ability of any Company to consummate the transactions contemplated hereby.
HoldCo and its Affiliates have received no written notification concerning, and, to the Knowledge of HoldCo, there are no material violations that are in existence with respect to, such Governmental Approvals.
Except as contemplated by this Agreement, including the Restructuring, or as set forth on Schedule 4.19, to the Knowledge of HoldCo, since December 31, 2015 through the date of this Agreement, (a) the business of the Entities, taken as a whole, has been conducted in all material respects in the Ordinary Course of Business and (b) there has not occurred any change in the business of the Entities, taken as a whole, that, individually or in the aggregate, has had a Material Adverse Effect.
Schedule 2.14 sets forth a description of all Legal Proceedings and Claims pending or, to the Knowledge of HoldCo, threatened against any Company.
To the Knowledge of HoldCo, no Person is infringing any of the Intellectual Property owned by or exclusively licensed to the Companies.