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.

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.

Knowledge of Seller Parent means the actual knowledge (after reasonable inquiry of current employees with management responsibility for the fact or matter at issue) of the individuals listed on Schedule 1.1(c).

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, 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.

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

• 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.

• 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.

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.

Knowledge of Seller Parent means, as to a particular matter, the knowledge of the people listed on Schedule 1.1(g) after reasonable inquiry.

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.

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.

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.

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.

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).