Knowledge of the Sellers definition

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 the Sellers means the knowledge of any of Xxxxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, or Xxx Xxxxxx.

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.

Examples of Knowledge of the Sellers in a sentence

• There are no material Actions pending or, to the Knowledge of the Sellers, threatened against any of the Sellers relating to the Transferred Assets or the Business or that seek to, or would reasonably be expected to, materially impair or delay the ability of a Seller to consummate the transactions contemplated by, or to perform its obligations under, this Agreement and the Companion Agreements.

• Except as set forth on Section 3.19 of the Disclosure Schedule, no Customer nor any Supplier has during the last twelve (12) months cancelled, terminated or, to the Knowledge of the Sellers, made any written threat to cancel or otherwise terminate any of its contracts with the Business or to materially decrease its usage or supply of the Business’ services or products.

• No material federal, state, local or foreign Tax audits or other proceedings (whether administrative or judicial) are presently in progress or pending, or to Knowledge of the Sellers, threatened, with respect to any Taxes on the Business or the Transferred Assets, or Tax Returns of the Sellers with respect to the Business or the Transferred Assets.

• To the Knowledge of the Sellers, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of the Sellers.

• To the Knowledge of the Sellers, none of the Real Property contains any (x) asbestos-containing material in any friable and damaged form or condition or (y) materials or equipment containing polychlorinated biphenyls.

More Definitions of Knowledge of the Sellers

Knowledge of the Sellers. (or “the Sellers’ Knowledge”) shall mean the actual knowledge of the officers of the Sellers listed on Schedule 13.1, after reasonable inquiry.

Knowledge of the Sellers or the “Sellers’ Knowledge” means the actual knowledge of any of the individuals identified in Section 10.2 of the Seller Disclosure Letter.

Knowledge of the Sellers means the actual knowledge of any of the Sellers; provided, however, the knowledge of the Sellers who are also Managers shall mean the actual knowledge of Managers after due and careful investigation and inquiry.

Knowledge of the Sellers means any matter, fact, or thing that is, as of the date hereof or the Closing Date, actually known or would reasonably be expected to be known to the Sellers after due inquiry and reasonable investigation.

Knowledge of the Sellers means the actual knowledge of Xxxxx Best, Xxxxxxx Xxxxxxx, Xxxxx Xxxx, Xxxxxx XxXxxxx, Xxxx Gerrebos or Xxxx Xxxxx, in each case, after having made reasonable inquiry of the appropriate directors, officers, members of the senior management and other key employees of the Corporation;

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

Knowledge of the Sellers or any similar phrase means the actual knowledge of the Seller Representative, in each case without obligation of inquiry.