Knowledge of the Transferors definition

Knowledge of the Transferors or “Transferors’ Knowledge” means the actual knowledge of any of the Transferor Parties, after a reasonable investigation of the surrounding circumstances.
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Knowledge of the Transferors or words of similar import, means the actual knowledge, without duty of inquiry, of Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxx Xxxxxxx, Madison Xxxxx or Xxxxxxx Xxxxx.
Sample 1
Knowledge of the Transferors means the knowledge that those Persons listed on Schedule 1.1-2 would have reasonably obtained after making due and appropriate inquiry with respect to the particular matter in question in the performance of such Person’s duties as a director or officer of such Transferor) (i) the Transferors have been in compliance in all material respects with applicable Law and (ii) no Person has filed or threatened a Claim that alleges that the Transferors have or may have breached any applicable Law.
Sample 1

Examples of Knowledge of the Transferors in a sentence

  • There is no outstanding claim, audit or other examination or proceeding with respect to Taxes with respect to any Transferor Party and, to the Knowledge of the Transferors, no such claim, audit, examination or proceeding is threatened.

  • To the Knowledge of the Transferors, as of the date hereof, there are no material adverse changes, modifications or amendments contemplated to be made to any of the Transferred Contracts or any of Transferors’ existing, scheduled or planned revenue generating activities with respect to the Business.

  • With extensive prior Bank experience in the transport sector in Algeria and GoA’s clear intention to obtain Bank support to initiate the needed reforms in a number of sectors including transport, the rationale for Bank intervention was strong.

  • Image-Based in Situ Identification of Face Specific Crystal Growth Rates from Crystal Populations.

  • There is no Action pending or, to the Knowledge of the Transferors, threatened, nor any Order of any Governmental Authority is outstanding, against or involving the Company or any of its Subsidiaries or any of their respective officers, directors, stockholders, properties, assets or businesses, whether at law or in equity, before or by any Governmental Authority, which would reasonably be expected to have a Material Adverse Effect.

  • As of the date hereof, there are no Claims pending or, to the Knowledge of the Transferors, threatened against the Transferors which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • To the Knowledge of the Transferors, the Company and its Subsidiaries owns free and clear of any Liens or has the license or right to use all material Intellectual Property used in the operations of the business of the Company and its Subsidiaries as currently conducted.

  • To the Knowledge of the Transferors, such loans shown in the Audited South Africa/Australia Financial Statements were either (i) capitalized in fiscal year 1999 or (ii) repaid through an offset generated by South Africa's purchase of the remaining 11% interest in South Africa from the South African IDC in 2003.

  • To the Knowledge of the Transferors, no third party has infringed or misappropriated any of the Intellectual Property owned by the Company or its Subsidiaries.

  • Except as set forth on Schedule 3.11, to the Knowledge of the Transferors, none of the Transferor Parties is in violation of any Applicable Law or any order, writ, injunction or decree of any Governmental Authority applicable to the Transferred Assets or the Business.


More Definitions of Knowledge of the Transferors

Knowledge of the Transferors means the actual knowledge of A. Xxxxxx X. Xxxxxx, Xxxx Xxxxxxxx , Xxxx Xxxxxxxx and Xxxxxxx Xxxxx after due inquiry.
Sample 1

Related to Knowledge of the Transferors

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

  • Knowledge of the Seller or “the Seller’s Knowledge” means the actual knowledge of any executive officer of the Seller after due inquiry into the facts or circumstances supporting any representation, warranty or statement qualified by such terms.

  • 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.

  • Purchaser’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxx, B. Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, L. Xxxx Xxxxxx and Xxxxxxx Xxxxx after reasonable inquiry.

  • Buyer’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx or Xxxxxxx Xxxxx.

  • Knowledge of Purchaser means the actual knowledge of the Persons listed on Section 1.1 of the Purchaser Disclosure Schedule.

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

  • Knowledge of Parent means the actual knowledge of the individuals listed on Section 1.1(a) of the Parent Disclosure Letter.

  • 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 Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx and 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.

  • 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.

  • Seller’s Knowledge with respect to Seller means the actual knowledge of Xxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxx Ek, after reasonable due inquiry.

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

  • 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.

  • 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.

  • 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.

  • Knowledge means actual knowledge after reasonable investigation.

  • 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.

  • 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.

  • 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.

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

  • 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]

  • 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).

  • Environmental Claims means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

  • 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.