Knowledge of the Selling Parties definition

Knowledge of the Selling Parties means the actual knowledge, after reasonable inquiry, of X. Xxxxxxxx, X. Xxxx, X. Xxxxx, X. Xxxxxx, X. XxXxx, X. Xxxxx, X. Xxxxx, X. Xxxx, X. Xxxxxx, A Xxxxxxxx, X. Xxxxxx, X. Xxxxxxxxxx, X. Xxxxx, X. Xxxxxx and X. Xxxxxx.
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Knowledge of the Selling Parties means matters, facts or circumstances that Xxxx Xxxxx, Xxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxxx, Xxx Xxxxxxxxx or Xxx Xxxx are aware of (without a duty of inquiry) either because such matters, facts or circumstances were disclosed to them or otherwise brought to their attention in their capacities as members of management of the Selling Parties, or in the case of Xx. Xxxxxxxxx in his capacity as Vice President, Legal of Parent.
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Knowledge of the Selling Parties means the actual knowledge of the officers of Indemnitor and the Company with respect to the Real Property Assets and each of the Company Subsidiaries.
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Examples of Knowledge of the Selling Parties in a sentence

  • To the Knowledge of the Selling Parties, no third party is misappropriating, infringing, or violating any Intellectual Property owned or used by Everest and Subsidiaries and no such claims, suits, arbitration or other adversarial proceedings which have been brought against any third party by Everest and Subsidiaries remain unresolved.

  • To the Knowledge of the Selling Parties, no party to any non-disclosure agreement relating to its trade secrets is in breach or default thereof.

  • To the Knowledge of the Selling Parties, no trade secrets have been disclosed or authorized to be disclosed to any third party other than pursuant to a non-disclosure agreement or agreements including such protections.

  • To the Knowledge of the Selling Parties, the License Agreements are valid and binding obligations of all parties thereto, enforceable in accordance with their terms, and there exists no event or condition which will result in a material violation or breach of, or constitute (with or without due notice of lapse of time or both) a material default by any party under any such License Agreement.

  • To the Knowledge of the Selling Parties, there are no facts that (with or without notice or lapse of time, or both) could result in Everest and Subsidiaries being in violation of any Law which has a Material Adverse Effect on Everest.

  • There are no Actions relating to the Facilities or Purchased Assets and arising under Environmental Laws pending or, to the Knowledge of the Selling Parties, threatened against the Selling Parties or any of their Affiliates which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • To the Knowledge of the Selling Parties, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of the Seller relating to the conduct of the Business.

  • There is no breach or default, or event which upon notice or the passage of time, or both, reasonably would be expected to give rise to any breach or default, in the performance of the License Agreement by ImmunoGen or the Seller, and, to the Knowledge of the Selling Parties, there is no breach or default, or event which upon notice or the passage of time, or both, reasonably would be expected to give rise to any breach or default, in the performance of the License Agreement by Genentech.

  • To the Knowledge of the Selling Parties, no representation or warranty by any Selling Party in this Agreement, together with the Disclosure Letter, and no closing certificate delivered, or to be delivered, by or on behalf of any Selling Party pursuant to this Agreement contains or will contain any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact necessary to make the statements contained herein or therein not misleading.

  • Except as disclosed on Schedule 2.19(g)(i), none of the Business Employees is covered by any collective bargaining agreement with respect to services performed in connection with the business or operations of any of the Partnership Entities and, except as disclosed in Schedule 2.19(g)(ii), to the Knowledge of the Selling Parties, there are not any union organizing efforts underway with respect to any such employees.


More Definitions of Knowledge of the Selling Parties

Knowledge of the Selling Parties including other similar phrases or uses, shall mean the actual knowledge of the Selling Parties.
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Knowledge of the Selling Parties of any person that is not an individual means, with respect to any matter in question, the actual knowledge of the persons listed on Section 10.02(c) of the Disclosure Schedule, after due inquiry of the employee of the Company or its Subsidiaries with primary responsibility for the matter in question.
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Knowledge of the Selling Parties means the actual personal knowledge of (a) the CEO of Tribune, the CFO of Tribune and the General Counsel of Tribune and (b) the General Manager and the Chief Engineer for each Station.
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Knowledge of the Selling Parties means the current actual knowledge of a person, and with respect to BBA, current actual knowledge obtained (through the exercise of due diligence) of any of its officers.
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Related to Knowledge of the Selling Parties

  • 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 Seller means the actual knowledge of Xxxx Xxxxx, Xxx Xxxxxxxxx, or Xxxxxx XxXxxxx.

  • Knowledge of the Buyer means, as to a particular matter, the actual knowledge, after reasonable inquiry, of the following persons at the Buyer: Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxx, X.X. Xxxxxxx, and Xxxx Xxxxx.

  • Knowledge of Sellers means the knowledge, after reasonable inquiry, of the following employees of Sellers: Paivi Xxxxxxxx, Xxxxxx Sonninen, Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxx, Jan Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxxxxxxxx, Xxxxx Going and Xxx Xxxxxxx.

  • Purchaser’s Knowledge means the actual knowledge, without inquiry, of Mxxxxx Xxxxx or Gxxxxx Xxxxxxx.

  • 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 the Company means the actual knowledge after reasonable inquiry of one or more of Lxxx XxXxx, Jxxxxx Xxxxxx, Cxxxxxxxxxx Xxxxx, Wxxxx Xxxxxxxxx, Gxxxx Xxxxx, Jxxx Xxxxxxx, Sxxx Rxxxxxxx or Axxx Xxxxx.

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

  • 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.

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

  • Buyer’s Knowledge means the actual knowledge of Xxxxx Xxxxxx.

  • 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.

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

  • 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.

  • 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.

  • Knowledge means actual knowledge after reasonable investigation.

  • the Company’s knowledge means the knowledge, after reasonable inquiry, of Pxxxxx Xxxxx, Lxxxxxxx Xxxxxx, Sxxxxxx XxXxxxxx and Kxxxxxx Xxxxx.

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

  • 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.

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Xxxxxxx’s financial condition.

  • Seller Related Parties means Seller and its Affiliates, and their respective fiduciaries, shareholders, equity holders, members, managers, partners, directors, divisions, officers, managers, executives, employees, independent contractors, freelancers, consultants and other Representatives, and the successors and assigns of each of them.

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

  • Threatened a claim, Proceeding, dispute, action, or other matter will be deemed to have been "Threatened" if 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.

  • Selling Parties shall have the meaning specified in the preamble.

  • Purchaser Related Parties has the meaning specified in Section 6.1.