Knowledge of National City definition

Knowledge of National City means the actual knowledge, after reasonable due inquiry, of the Persons identified in Section 1.1 of the National City Disclosure Letter.
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Knowledge of National City means the actual knowledge of the officers, directors and employees of National City and Madison listed on Schedule 1.01(x) attached to the National City Disclosure Letter.
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Examples of Knowledge of National City in a sentence

  • To the Knowledge of National City, there is no reason why the regulatory approvals referred to in Section 4.6(c) above should not be obtained.

  • Madison is not subject to or affected by any Governmental Order, and, to the Knowledge of National City, there are no Governmental Orders threatened to be imposed on or affecting Madison by any Governmental Authority, which will, either alone or in the aggregate with all such other matters, have a Material Adverse Effect upon Madison.

  • As of the date hereof, to the Knowledge of National City, there is no reason why the Merger will fail to qualify as a reorganization under Section 368(a) of the Code.

  • Neither National City nor any National City Subsidiary is a party to any Action, nor to the Knowledge of National City, is any such Action threatened, by any Governmental Authority in connection with the determination, assessment or collection of any Taxes, and no deficiency notices or reports have been received by National City or any National City Subsidiary in respect of any material deficiencies for any Tax.

  • Except as disclosed in the National City Reports filed by National City with the SEC prior to the date of this Agreement, since December 31, 2005, there has not been any change in the financial condition, results of operations or business of National City and its Subsidiaries which would, to the Knowledge of National City, now or in the future have a Material Adverse Effect.

  • Neither National City nor any National City Subsidiary is a party to any action or proceeding, nor to the Knowledge of National City is any such action or proceeding threatened, by any Governmental Authority in connection with the determination, assessment or collection of any taxes, and no deficiency notices or reports have been received by National City or any of National City's Subsidiaries in respect of any material deficiencies for any tax, assessment, or government charge.

  • To the Knowledge of National City, there is no fact or development that would have a Material Adverse Effect, or which might in the future, in National City's reasonable judgment, have a Material Adverse Effect, on National City's or its Subsidiaries' continuing business, which has not been set forth in this Agreement, the National City Reports or the National City Disclosure Letter.

  • As of the date hereof, to the Knowledge of National City there is no reason why the Merger will fail to qualify as a reorganization under Section 368(a) of the Code.

  • Neither National City nor any National City Subsidiary is a party to any action or proceeding, nor to the Knowledge of National City, is any such action or proceeding threatened, by any Governmental Authority in connection with the determination, assessment or collection of any taxes, and no deficiency notices or reports have been received by National City or any of National City's Subsidiaries in respect of any material deficiencies for any tax, assessment, or government charge.

  • Except as disclosed in the National City Reports filed by National City with the Commission prior to the date of this Agreement, since December 31, 2005, there has not been any change in the financial condition, results of operations or business of National City and its Subsidiaries which would, to the Knowledge of National City, now or in the future have a Material Adverse Effect.

Related to Knowledge of National City

  • 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.

  • 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.

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

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

  • 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 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.

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

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

  • 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 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.

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

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

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

  • 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.

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

  • 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.

  • 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).

  • 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.

  • Pending means that a prosecuting attorney is either actively investigating the factual basis of the alleged criminal conduct, is preparing to seek or is seeking an accusatory instrument, has obtained an accusatory instrument and is proceeding to trial or is in trial or in the process of negotiating a plea. [1974 c.72 §13; 1989 c.807 §1; 1991 c.272 §1; 1991 c.770 §1a; 1993 c.743 §18; 1999 c.849 §§51,52; 1999 c.850 §1; 2003 c.75 §30; 2007 c.865 §23; 2009 c.163 §2]

  • Threatened means a claim, Proceeding, dispute, action or other matter for which 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.

  • Pending Claims shall have the meaning set forth in Section 7.1(e).

  • Environmental Proceedings means any judicial or administrative proceedings arising from or in any way associated with any Environmental Requirement.