Knowledge of Investor definition

Knowledge of Investor means the actual knowledge, after due inquiry, as of the Effective Date, of one or more of the following persons holding the following titles at Investor: Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, and General Counsel.
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Knowledge of Investor means the actual knowledge (as opposed to any constructive or imputed knowledge) of Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxx, in each case after reasonable due inquiry.
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Knowledge of Investor or words of like import means, with respect to the existence or absence of a fact, the actual knowledge of any officer, member, partner or director of Investor after completion of a due diligence investigation that is reasonable under the circumstances.
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Examples of Knowledge of Investor in a sentence

  • Except as set forth on Schedule 5.04, there is no action, proceeding or investigation before any Governmental Entity pending or, to the Knowledge of Investor or Merger Sub, threatened against Investor or Merger Sub which seeks to enjoin or obtain damages in respect of the consummation of the transactions contemplated hereby.

  • As of the date hereof, there is no Proceeding pending or, to the Knowledge of Investor, threatened against Investor, or any of its Affiliates or any of their respective assets, which bring into question the validity of this Agreement or that, individually or in the aggregate, would reasonably be expected to prevent or materially delay the performance by Investor of its obligations hereunder or under any Ancillary Agreement.

  • There is no Action pending or, to the Knowledge of Investor, threatened, against Investor or any of its Affiliates or any of their properties, assets or businesses, that would have an Investor Material Adverse Effect.

  • There are no Proceedings pending, or to the Knowledge of Investor, threatened against Investor or any of their assets, rights or properties or any of the officers or directors of Investor, except, in each case, for those that, individually or in the aggregate, have not had, and would not reasonably be expected to have, an Investor Material Adverse Effect.

  • There are no bankruptcy proceedings pending or, to the Knowledge of Investor, threatened against the Investor or any of its Affiliates contemplated to be involved in the transactions contemplated hereby.

  • The non-performance-related remuneration comprises the basic annual salary and fringe benefits.

  • As of the date hereof, the Equity Commitment Letter in the form so delivered is, and to the Knowledge of Investor, the Debt Commitment Letter and the Limited Guarantee are valid, binding and in full force and effect and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Investor under any term or condition of the Equity Commitment Letter, the Debt Commitment Letter or the Limited Guarantee.

  • To the Knowledge of Investor, there is no reason that any Required Approvals will not be received on a timely basis or that the performance by Investor or any of its Affiliates of its obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby would reasonably be expected to be prevented, materially delayed or materially impeded.

  • With respect to each such PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and to the Knowledge of Investor no withdrawal, termination, amendment or modification is contemplated by Investor.

  • There are no actions, suits or proceedings pending or, to the Knowledge of Investor, threatened against or affecting the Investor, before or by any Governmental Authority, that would reasonably be expected to prevent or otherwise adversely affect the Investor’s performance of its covenants and obligations set forth in this Agreement or prevent or materially impair the ability of the Investor or any of its Affiliates to consummate the transactions contemplated hereby.


More Definitions of Knowledge of Investor

Knowledge of Investor or “Investor’s Knowledge” means the actual knowledge of Mxxxx Xxxxx, Yxxx Xxxxx, Cxxxxx Xxxxx and Dxxxx Xxxxx, but without inquiry, imputation or investigation of any other Person, it being understood that the identification of each such individual shall not result in or subject such individual to, any personal liability on the part of such individual for any matter, Claims or Liabilities arising pursuant to this Agreement, including, without limitation, resulting from a breach or asserted breach of any Investor Warranties.
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Knowledge of Investor means the actual knowledge, after due inquiry, as of the Effective Date and each Purchase Date, of one or more of the following persons (together with any successor person holding the same title or the functional equivalent without supplanting or replacing any of the following persons, whose actual knowledge after due inquiry shall remain “Knowledge”) holding the following titles at Investor: Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer and General Counsel. “Knowledge of a Seller” or “Knowledge of such Seller” means with respect to a Seller, the actual knowledge, after due inquiry, as of the Effective Date and each Purchase Date, of one or more of the following persons holding the following titles at such Seller: Xxxx Xxxxxxxxxxx (Chief Executive Officer and President), Xxxxxxx Xxxxxxx (Chief Operating Officer), Xxxx Xxxxxxx (Vice President of Finance), and Xxx Xxxxx (General Counsel); provided, however, that for matters relating to a Host Customer, “Knowledge” shall be limited to the representations and warranties made by such Host Customer in Customer Agreements without such Seller undertaking further inquiry or due diligence, unless any one of the persons described above has actual knowledge that a representation or warranty is untrue.
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Knowledge of Investor or "Investor's knowledge" shall mean the actual and not constructive knowledge of Mortimer Zuckerman, Edward Linde and Thomas O'Connor (collectively, the "INVESTOR KNOWLEDGE PARTIES"). Any fact, matter or other
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Knowledge of Investor or “Investor’s Knowledge” means the actual knowledge (as opposed to any constructive or imputed knowledge) of Sebastien Sherman, Heidi Boyd, and Daniel Kong, in each case after reasonable due inquiry.
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Knowledge of Investor means the actual knowledge of Elisheva Jasie and the knowledge that such individual would have acquired after due inquiry.
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Related to Knowledge of Investor

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

  • 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 Buyer Means the actual knowledge of Xxxxxxx Xxxxxx.

  • 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.

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

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

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

  • 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 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.

  • 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 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.

  • 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.

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

  • 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.

  • 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.

  • Knowledge means actual knowledge after reasonable investigation.

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

  • 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.

  • 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.

  • 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.

  • Material Permit shall have the meaning ascribed to such term in Section 3.1(n).

  • 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.