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.

  • 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.

  • Except as set forth in Section 5.4 of the Seller Parent Disclosure Schedule, there are no actions, suits, or proceedings, whether civil, criminal or administrative, pending or, to the Knowledge of Seller Parent, threatened, against or affecting Seller Parent, which would prevent or materially delay Seller Parent from being able to perform its obligations under this Agreement in all material respects.


More Definitions of Knowledge of Seller Parent

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 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 the actual knowledge, after due inquiry of the Person directly involved with and responsible for the matter in question, of P▇▇▇▇▇▇ ▇▇▇▇▇▇, E▇ ▇▇▇▇▇▇▇, B▇▇▇ ▇▇▇▇▇▇, C▇▇▇▇ ▇▇▇▇▇▇▇▇▇, K▇▇▇▇ ▇▇▇▇▇▇, L▇▇▇ ▇▇▇▇▇▇ and M▇▇▇▇ ▇▇▇▇▇▇▇.
Knowledge of Seller Parent. Seller Parent’s Knowledge” or any other similar knowledge qualification in this Agreement means to the actual knowledge of the Persons set forth on Schedule 1.01(d) after reasonable due inquiry of such ▇▇▇▇▇▇’s direct reports.
Knowledge of Seller Parent means the actual knowledge of ▇▇▇▇ ▇▇▇▇ (Chief Executive Officer of Seller Parent), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (Chief Financial Officer of Seller Parent) and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (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 means the actual knowledge of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, after due inquiry of the Person directly involved with and responsible for the matter in question, of Patrick Dovigi, Ed Glavina, Brad Dlouhy, Craig Orenstein, Kevin Hayden, Luke Pelosi and Mindy Gilbert.