Knowledge of the Target definition

Knowledge of the Target means the actual knowledge of Dxxxxxx Xxxxxxxx and Axxxx Xxxxxxxx after asking representatives of the Target’s auditors whether they are aware of any actual or potential audit adjustments. To the Knowledge of the Target, as of the date hereof no audit adjustments to the Draft Financial Statements are being considered or have been proposed. Except as set forth in this Section 4.7(e), the Target makes no other representation or warranty whatsoever concerning the Draft Financial Statements.
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Knowledge of the Target means the Knowledge of the directors and officers of the Target and each of its Subsidiaries, and the Knowledge of any employees of the Target or any of its Subsidiaries with primary responsibility for a principal business unit, division or function (including principal functions such as sales, human resources, product development and finance).
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Knowledge of the Target means the actual knowledge of the Chief Executive Officer, the President and the Chief Financial Officer of Target and the knowledge that each such person would reasonably be expected to obtain in the course of diligently performing his or her duties for the Target.
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Examples of Knowledge of the Target in a sentence

  • To the Knowledge of the Target, but without any duty to investigate, all vendors of products or services to the Target and its Subsidiaries, and their respective products, services and operations, are Year 2000 Compliant.

  • Except as set forth on Schedule 3(i), to the Knowledge of the Target there are no facts or circumstances that could result in any claims or actions, suits, investigations or proceedings of the sort described in the preceding sentence.

  • To the Knowledge of the Target, all Internal MIS Systems and Facilities are Year 2000 Complaint.

  • To the Knowledge of the Target Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of the Target Company or any other party under any of the Target Company Real Property Leases, and Target Company has received no notice of any such condition.

  • To the Knowledge of the Target Entities, the conduct of the Target Entities’ businesses does not infringe any Intellectual Property of any other person.

  • As at the date hereof, except as set forth in Schedule 3(n), to the Knowledge of the Target no executive or technical employee of the Target or any of its Subsidiaries has indicated the intention to terminate employment with the Target or such Subsidiary, materially reduce his or her time commitment to such employment, or given any indication that he or she may do so.

  • No suspension or cancellation of any Permits of the Target is pending or, to the Knowledge of the Target, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect.

  • In the last three (3) years, the Target has not received written notice of any, and, to the Knowledge of the Target, there are not any, SEC inquiries or investigations or other governmental inquiries or investigations, in each case regarding any accounting practices of the Target or any malfeasance by any executive officer of the Target.

  • There are no Legal Actions pending or, to the Knowledge of the Target, threatened: (i) alleging any infringement, misappropriation or violation of the Intellectual Property of any Person by the Target, (ii) challenging the validity, enforceability or ownership of any Target-Owned IP or the Target’s rights with respect to any Target IP, in each case except for such Legal Actions that would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect.

  • To the Knowledge of the Target Companies, all other Company Registered IP and material unregistered Intellectual Property owned or purported to be owned by a Target Company is valid and enforceable.


More Definitions of Knowledge of the Target

Knowledge of the Target means the actual knowledge of Xx. Xxxx X. Justice.
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Knowledge of the Target or any similar phrase means the actual knowledge of the following persons after reasonable inquiry: Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxxxxxxx Xxxxxx.
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Knowledge of the Target or other similar phrases shall mean and include, in addition to the Knowledge of any of the executive officers of the Target, the Knowledge of the Shareholders.
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Knowledge of the Target means Knowledge of Anthxxx Xxxxxxx xxx/or Michxxx Xxxxxxx.
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Knowledge of the Target means the actual knowledge, after due inquiry of current employees of the Target and its Subsidiary, of Dr. Xxxx X. Xxxxxxxxx, the Target's Chairman of the Board, Henrx Xxxxx, xxe Target's President and Chief Executive Officer and Franx X. Xxxxxxx, xxe Target's Executive Vice President, Marketing and Sales.
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Related to Knowledge of the Target

  • 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 the Company means the knowledge, after reasonable inquiry, of Xxxxxxx X. Xxxxxx, Xx., Xxxx X. Xxxxxx, Xxxxxxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx and Xxxx Xxxxx.

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

  • Knowledge of the Seller means the actual knowledge of (i) the chairman of the board of directors of the Seller, (ii) the chief executive officer of the Seller or (iii) the chief financial officer of the Seller, in each case, as such positions are held as of the date hereof, in their capacity as office holders of the Seller.

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

  • Knowledge of the Sellers means the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Xxxxxx XxXxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx.

  • 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.

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

  • Knowledge of Purchaser means the actual knowledge (after due inquiry) of the persons identified in Section 11.06(b) of the Purchaser Disclosure Schedule.

  • Knowledge of Sellers means the actual knowledge of the individuals listed on Section 1.1D of the Sellers’ Disclosure Schedule as to the matters represented and as of the date the representation is made.

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

  • 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.

  • Parent’s Knowledge means the actual knowledge of the individuals set forth in Section 1.1(d) of the 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.

  • Seller’s Knowledge means the actual knowledge of Xxx X. X’Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Gai, Xxxxxx Xxx, Xxxx Radar or Xxx Xxxxxxx after reasonable 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 means actual knowledge after reasonable investigation.

  • the Company’s knowledge as used herein shall mean the actual knowledge of Xxxx Xxxxxxx, Xxxx XxXxxxxx and Xxxxx Xxxxxxxxx.

  • 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 means a claim, Proceeding, dispute, action or other matter for which 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.

  • Borrower’s Knowledge or “Knowledge of the Borrower” means the actual knowledge of any person holding any of the following offices as of the date of determination: (a) President, Chief Executive Officer, any Executive Vice President, Chief Financial Officer, General Counsel, Secretary, Vice President-Human Resources, and Environmental Engineer, and any successor to those offices, such persons being the principal persons employed by the Borrower ultimately responsible for environmental operations and compliance, ERISA and legal matters relating to the Borrower or (b) the Treasurer or any other person having the primary responsibility for the day-to-day administration of, and dealings with the Administrative Agent and the Lenders in connection with, this Agreement.

  • Pending means that a prosecuting attorney is either actively investigating the factual basis of the alleged criminal conduct, is preparing to seek or is seeking an accusatory instrument, has obtained an accusatory instrument and is proceeding to trial or is in trial or in the process of negotiating a plea. [1974 c.72 §13; 1989 c.807 §1; 1991 c.272 §1; 1991 c.770 §1a; 1993 c.743 §18; 1999 c.849 §§51,52; 1999 c.850 §1; 2003 c.75 §30; 2007 c.865 §23; 2009 c.163 §2]

  • 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 Contractor 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 Contract 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 Contractor’s financial condition.

  • Material Action means to consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

  • to the best knowledge of means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

  • Investigations The Xxxxxxx, when requested by one or a number of employees whom he/she represents, may investigate the basis for any dispute arising under this Agreement and may, at any stage, assist the employee(s) in seeking resolution of such dispute through the grievance procedure provided herein. A representative of the Union may substitute in place of the Xxxxxxx.