Knowledge of Xxxxxx definition

Knowledge of Xxxxxx or Xxxxxx’x Knowledge" or any other similar knowledge qualification, means the actual or constructive knowledge of Xxxxx Xxxxx and Xxx Xxxxxxxxx, after reasonable inquiry.
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Knowledge of Xxxxxx and other similar phrases shall mean the actual knowledge of those persons set forth on Schedule 10(b), each of whom has reviewed this Agreement together with all Schedules, Annexes and attachments.
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Knowledge of Xxxxxx means the current actual knowledge of Xxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxx after having conducted a reasonable inquiry.
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Examples of Knowledge of Xxxxxx in a sentence

  • As of the date of this Agreement, there is no Action pending or, to the Knowledge of Xxxxxx, threatened seeking to prevent, hinder, modify, delay or challenge the Transactions.

  • There have been no union organizing or election activities involving any non-union employees of Xxxxxx and, to the Knowledge of Xxxxxx, none are threatened as of the date hereof.

  • To the Knowledge of Xxxxxx, no state takeover statute other than Section 203 of the DGCL (which has been rendered inapplicable) is applicable to the Merger or the other transactions contemplated hereby.

  • Except as set forth in Section 4.12 of the Disclosure Schedules: (A) To the Knowledge of Xxxxxx, Xxxxxx owns or possesses sufficient legal rights to all Intellectual Property purported to be owed by Xxxxxx without any conflicts with, or infringement of, the rights of others, and no product or service marketed or sold (or proposed to be marketed or sold) by Xxxxxx violates any license or infringes any intellectual property rights of any other party.

  • To the Knowledge of Xxxxxx, there is no unfair labor practice charge or other complaint by any employee or former employee of Xxxxxx or any of its Subsidiaries against any of them pending before any court, arbitrator or governmental agency arising out of Xxxxxx’x or such Subsidiary’s activities or such employee’s employment with Xxxxxx or such Subsidiary.

  • To the Knowledge of Xxxxxx, no such material claim or assessment is pending and none of the Xxxxxx Insurance Subsidiaries have received written notice of any such material claim or assessment against it by any insurance guaranty association, joint underwriting association, residual market facility or assigned risk pool.

  • To the Knowledge of Xxxxxx as of the date of this Agreement, neither the merger of Xxxxxx Communication Solutions (Indiana), Inc.

  • To the Knowledge of Xxxxxx, as of the date of this Agreement, there is no material unfair labor practice, charge or complaint pending, unresolved or threatened before any court, arbitrator or any other Governmental Authority relating to any Business Employee.

  • To the Knowledge of Xxxxxx, neither Xxxxxx nor any Subsidiary has manufactured, sold, marketed, installed or distributed products containing asbestos or mercury.

  • There is not now nor, to the Knowledge of Xxxxxx, has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Xxxxxx having taken possession of any of such properties or facilities.


More Definitions of Knowledge of Xxxxxx

Knowledge of Xxxxxx means the actual knowledge of Xxxx XxXxxxxxx, after having made due inquiry.
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Knowledge of Xxxxxx means the knowledge of the Key Employee or Xxxxxx’s CFO or Secretary after due inquiry and reasonable investigation.
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Related to Knowledge of Xxxxxx

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

  • 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 Company means the actual knowledge of Xxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx Xxxxx and Xxxxx Xxxx, after reasonable inquiry.

  • Knowledge of Buyer means the actual knowledge of Pxxxxxxx Xxxxx with respect to the matter in question, and such knowledge as such Person reasonably should have obtained upon diligence investigation and inquiry into the matter in question.

  • 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 Seller means the actual knowledge after reasonable inquiry of Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx and B. Xxxxxx Xxxxx III.

  • Knowledge of Sellers means the actual knowledge of (a) Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxx or Xxxxx Xxxx and (b) Xxxx Xxxxxxx or Xxx Xxxxxxxx with respect to Sections 4.14, 4.17, 4.18, 4.19 and 4.27, in each case after reasonable investigation.

  • Knowledge of the Seller means the 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 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.

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

  • 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.

  • 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.

  • 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).

  • 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.

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

  • Purchaser’s Knowledge or “Knowledge of the Purchaser” means the actual knowledge of Xxxxxx X’Xxxxx.

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

  • 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.

  • 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.

  • 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.

  • Borrower’s Knowledge means the actual knowledge of Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxxx as of the Closing Date after conducting such due diligence as each of them, as senior executives and/or employees of experienced investors in commercial properties and/or operators of commercial properties similar to the Properties and after consultation with their agents and advisors, as applicable, have reasonably deemed appropriate in connection with the acquisition and ownership of the Properties and the borrowing of the Loan; provided, however, in all cases where such a qualification is used, there are no unknown breaches or violations of the so qualified representations or warranties that would in the aggregate have a Portfolio Material Adverse Effect. Lender acknowledges and agrees that the foregoing individuals are identified solely for the purpose of defining the scope of knowledge and not for the purpose of imposing any liability upon any such individual or creating any duties running from any such individual to Borrower, any SPE Component Entity, Lender or any other party. All references in this Agreement to the “knowledge of Borrower” or similar construction shall be deemed to be qualified to the extent provided in this definition.

  • Pending means existing immediately before this Act came into operation; and

  • 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.

  • Material litigation means any litigation that, according to