Knowledge of Seller Parent definition

Knowledge of Seller Parent means the actual knowledge of any of the individuals listed in Section 1.1(D) of the Seller Disclosure Letter.
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Knowledge of Seller Parent means, as to a particular matter, the knowledge of the people listed on Schedule 1.1(g) after reasonable inquiry.
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Knowledge of Seller Parent means, (x) solely with respect to the representations set forth in Section 4.13, the actual knowledge of the applicable individuals listed in Section 1.1(G) of the Seller Disclosure Letter, after due inquiry of such individuals in the organization who are in a position of managerial oversight over the relevant subject matter, and (y) with respect to all other representations set forth in Article IV, the actual knowledge of any of the applicable individuals listed in Section 1.1(G) of the Seller Disclosure Letter, after due inquiry.
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Examples of Knowledge of Seller Parent in a sentence

  • To the Knowledge of Seller Parent (but only as to validity and enforceability), as of the date of this Agreement, except as would not, individually or in the aggregate, be materially adverse to the Business, the Registered Business IP is in effect and subsisting and, if registered, is not invalid or unenforceable.

  • To the Knowledge of Seller Parent, no other party or parties to any Material Contract is in Default in the performance of any obligation thereunder except for such Defaults which, individually or in the aggregate, would not reasonably be expected to result in Costs in excess of $350,000.

  • Since January 1, 2016, no such supplier or customer of the Business has cancelled, terminated or materially and adversely modified or to the Knowledge of Seller Parent, threatened to cancel, terminate or materially and adversely modify, its relationship with any applicable Seller.

  • To the Knowledge of Seller Parent, there are no proceedings or actions pending before any court or tribunal (including the PTO or equivalent authority anywhere in the world) to which any Seller has been named as party and served with process that involve the validity, scope or priority of patents included in the Intellectual Property Assets.

  • As of the date hereof, there are no pending, or to the Knowledge of Seller Parent, threatened, legal proceedings or suits under or pursuant to any warranty, whether expressed or implied, on Products or services relating to the Business or the Purchased Assets sold on or prior to the Closing Date that are not disclosed or referred to in the most recent Historical Financial Statements and that are not fully reserved against in accordance with GAAP except as would not be materially adverse to the Business.

  • To the Knowledge of Seller Parent, such financial statements, actuarial reports and annual reports and returns are true and accurate in all material respects.

  • None of the Companies or, to the Knowledge of Seller Parent, any other Person is in default under any Lease, and no event has occurred or condition exists which, with the giving of notice or the lapse of time or both, would constitute a default on the part of any Company or would entitle the landlord thereunder to terminate the Lease.

  • To the Knowledge of Seller Parent, each Seller and each Company is in compliance in all material respects with Applicable Laws.

  • There are no pending Actions or, to the Knowledge of Seller Parent, threatened Actions by any taxing authority involving Seller.

  • None of the Patents included in the Registered Intellectual Property has been or is now involved in any reissue or any interference, reexamination, or opposition proceeding in the U.S. Patent and Trademark Office or any corresponding foreign patent office elsewhere that has been served on Seller or any of its Subsidiaries and, to the Knowledge of Seller Parent, no such action has been threatened.


More Definitions of Knowledge of Seller Parent

Knowledge of Seller Parent means the actual knowledge of the individuals listed in Annex 4, after reasonable inquiry which shall not require consultation with Persons other than Affiliates and their officers, directors and employees.
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Knowledge of Seller Parent means the actual knowledge of Xxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx-Xxxx, Xxxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxx where actual knowledge includes such facts or matters that a prudent individual could be expected to discover or otherwise become aware of in the course of conducting a reasonable good faith inquiry regarding the accuracy of any representation or warranty in this Agreement, which inquiry shall be limited to (i) interviews or discussions by such persons with the employees of Seller Parent, Seller and their Affiliates, the Company or any Company Subsidiary specifically responsible for the subject matter to which knowledge is pertinent, (ii) actual receipt of information by such persons that reasonably conveys the specific matter in respect of which knowledge is pertinent, or (iii) any information provided in the Data Room relevant to the subject matter to which knowledge is pertinent.
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Knowledge of Seller Parent means the actual knowledge of Xxxx Xxxx (Chief Executive Officer of Seller Parent), Xxx Xxxxxxxxxxx (Chief Financial Officer of Seller Parent) and Xxxx Xxxxxxxxx (President of Seller), after reasonable inquiry of such employees of Seller Parent that such named individuals reasonably believe would have actual knowledge of the applicable matter.
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Knowledge of Seller Parent means the actual knowledge, after due inquiry, of each of Xxxx Xxxxxxxx, Xxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxx Xxxxxxx and, solely for purposes of Section 2.12(d), Xxxxxxx Xxxxxxxx.
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Knowledge of Seller Parent or any similar phrase means the actual knowledge of the individuals identified on Seller Disclosure Schedule 1.1(a) under the heading “Seller Parent Knowledge Parties” (none of whom shall have any personal Liability regarding such knowledge).
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Knowledge of Seller Parent or similar terms used in this Agreement mean the actual (but not constructive or imputed) knowledge of W. Lxx Xxxxx III, Jxxxx Xxx or Gxxxxx Xxxxxx as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate) without any implication of verification or investigation concerning such knowledge.
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Related to Knowledge of Seller Parent

  • Knowledge of Sellers means the actual knowledge of (a) Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxx or Xxxxx Xxxx and (b) Xxxx Xxxxxxx or Xxx Xxxxxxxx with respect to Sections 4.14, 4.17, 4.18, 4.19 and 4.27, in each case after reasonable investigation.

  • Knowledge of Seller means the actual knowledge after reasonable inquiry of Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx and B. Xxxxxx Xxxxx III.

  • 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 the Sellers means the knowledge of Xxxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxx or Xxx Xxxx, in each case after reasonable inquiry and diligence and taking into account the respective duties and responsibilities of each.

  • 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.

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

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

  • Knowledge of the Seller means the 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.

  • Purchaser’s Knowledge or “Knowledge of the Purchaser” means the actual knowledge of Xxxxxx X’Xxxxx.

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

  • Knowledge of Buyer means the actual knowledge of Pxxxxxxx Xxxxx with respect to the matter in question, and such knowledge as such Person reasonably should have obtained upon diligence investigation and inquiry into the matter in question.

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

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

  • 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.

  • 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.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

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

  • Seller Parent has the meaning set forth in the Preamble.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Borrower’s Knowledge means the actual knowledge of Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxxx as of the Closing Date after conducting such due diligence as each of them, as senior executives and/or employees of experienced investors in commercial properties and/or operators of commercial properties similar to the Properties and after consultation with their agents and advisors, as applicable, have reasonably deemed appropriate in connection with the acquisition and ownership of the Properties 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 Portfolio 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, any SPE Component Entity, Lender or any other party. All references in this Agreement to the “knowledge of Borrower” or similar construction shall be deemed to be qualified to the extent provided in this definition.

  • Company Subsidiary means a Subsidiary of the Company.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Target Companies has the meaning set forth in the recitals.