Known Matters definition

Known Matters means any (i) information actually known to Buyer from whatever source, (ii) information contained in the Due Diligence Materials, (iii) information obtained as a result of Buyer’s due diligence tests, investigations and inspections of the Properties and (iv) information that is contained in a written notice or any document provided by any Seller (including through the Data Room), Tenant or Manager or their agents, affiliates or employees to Buyer, that discloses a breach of any of the representations, warranties or covenants made by any Seller in this Agreement or in any of the Seller Conveyancing Documents or that contradicts any such representations and warranties, or that discloses that any such representations, warranties or covenants is untrue or incorrect.
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Known Matters means any of the following information actually known by Buyer or provided to Buyer from Seller on or before the Effective Date: information contained in the Due Diligence Materials, information obtained as a result of Buyer’s due diligence tests, investigations and inspections of the Properties or information that is contained in a written notice or any documentation provided by any Seller, Tenant or Manager or their agents or employees on or before the Effective Date, that discloses a breach of any of the representations, warranties or covenants made by Sellers in this Agreement or in any of the Seller Conveyancing Documents or that contradicts any such representations and warranties, or that discloses that any such representations, warranties or covenants is untrue or incorrect.
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Known Matters means any information known to or provided to Buyer or EAGL, as applicable, from whatever source, including information contained in the Due Diligence Materials, information obtained as a result of Buyer’s due diligence tests, investigations and inspections of the Golf Course Properties or information that is contained in a written notice or any documentation provided by any Seller, Operator or their agents or employees, that discloses a breach of any of the representations, warranties or covenants made by Operator or Sellers in this Agreement or in any of the Seller Conveyancing Documents or that contradicts any such representations and warranties, or that discloses that any such representations, warranties or covenants is untrue or incorrect.
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Examples of Known Matters in a sentence

  • If Buyer first obtains actual knowledge or written notice of Known Matters after the Effective Date but prior to Closing, and nevertheless proceeds to Closing despite the ability to terminate this Agreement pursuant to the terms of this Agreement, Buyer agrees that Sellers shall have no liability to Buyer or any of its affiliates with respect to any Claims relating to such Known Matters.

  • Notwithstanding any provision of this Agreement to the contrary, no Seller shall have any liability to Buyer or any of its affiliates, with respect to any Claims based on Known Matters of which Buyer has actual knowledge or written notice prior to the Effective Date.

  • Known Matters of which Buyer has actual knowledge of as of the Effective Date, or Known Matters of which Buyer first has actual knowledge of after the Effective Date but prior to the Closing and that are not identified in writing by Buyer to Sellers prior to consummation of the Closing, shall not form the basis of a Claim and shall not be counted in determining whether the Floor has been reached.

  • Known Matters for Discussion There were no known matters for discussion.

  • Known Matters of which Buyer has actual knowledge of prior to the Effective Date, and Known Matters of which Buyer first has actual knowledge of after the Effective Date but on or before the Closing Date and that are not identified in writing by Buyer to Sellers prior to consummation of the Closing, shall not form the basis of a Claim and shall not be counted in determining whether the Floor has been reached.

  • Notwithstanding any provision of this Agreement to the contrary, neither the Operator nor any Seller shall have any liability to Buyer or EAGL, as applicable, or any of their Affiliates, with respect to any Claims based on Known Matters of which Buyer or EAGL, as applicable, have knowledge or notice prior to the Effective Date.

  • Notwithstanding any provision of this Agreement to the contrary, no Seller shall have any liability to Buyer or any of their Affiliates, with respect to any Claims based on Known Matters of which Buyer has actual knowledge or notice prior to the Effective Date.

  • Notwithstanding any provision of this Agreement to the contrary, neither the Operator nor any Seller shall have any liability to Buyer or EAGL, as applicable, or any of their Affiliates, with respect to any Claims based on Known Matters of which Buyer or EAGL, as applicable, has knowledge or notice prior to the Effective Date.

  • Known Matters of which Buyer or EAGL are aware prior to the Effective Date, and Known Matters of which Buyer or EAGL first become aware after the Effective Date but on or before the Closing Date and that are not identified in writing by Buyer or EAGL to Sellers prior to consummation of the Closing, shall not form the basis of a Claim and shall not be counted in determining whether the Deductible has been reached.

  • Known Matters of which Buyer or EAGL are aware as of the Effective Date, or Known Matters of which Buyer or EAGL first become aware after the Effective Date but prior to the Closing and that are not identified in writing by Buyer or EAGL to Sellers prior to consummation of the Closing, shall not form the basis of a Claim and shall not be counted in determining whether the Deductible has been reached.


More Definitions of Known Matters

Known Matters means those matters disclosed in that certain Phase I Environmental Site Assessment performed by Gulf of Maine Research Center, Inc. in its report dated September 26, 1996.
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Related to Known Matters

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • Environmental Matter means any past, present or future activity, event or circumstance in respect of the environment, health or safety including the Release of any Hazardous Substance including any substance which is hazardous to Persons, animals, plants, or which has a detrimental effect on the soil, air or water, or the generation, treatment, storage, use, manufacture, holding, collection, processing, treatment, presence, transportation or disposal of any Hazardous Substances.

  • Legal Matters In the opinion of Xxxxxx Xxxxxxx, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Tax Matters means all tax matters including criminal tax matters,

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • 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.

  • Environmental Releases means releases as defined in CERCLA or under any applicable state or local environmental law or regulation.

  • Environmental Actions means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of any Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower or any predecessor in interest.

  • Environmental Violation means any activity, occurrence or condition that violates or results in non-compliance with any Environmental Law in any Material respect.

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, ARISING ON OR PRIOR TO THE CLOSING DATE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT SUCH SELLING PARTY NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A STOCKHOLDER, OFFICER, DIRECTOR, CONTRACTOR, CONSULTANT OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE COMPANY OR ITS AFFAIRS WITH RESPECT TO THE COMPANY ON OR BEFORE THE CLOSING DATE; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT PURSUANT TO THIS AGREEMENT, THE TRANSACTIONS OR THE DOCUMENTS AND INSTRUMENTS DELIVERED HEREUNDER, ANY RIGHTS UNDER ANY DIRECTOR AND OFFICER FIDUCIARY AND LIABILITY INSURANCE POLICIES OR ANY RIGHTS UNDER EARNED BUT UNPAID COMPENSATION AND BENEFITS PROVIDED UNDER THE BENEFIT PLANS IN ACCORDANCE WITH THEIR TERMS. IT IS THE INTENTION OF THE SELLING PARTIES IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 11.12 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SUCH SELLING PARTY AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE RELEASE CONTAINED IN THIS SECTION 11.12 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT INVOLVED FRAUD OR THE BREACH OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED PARTY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 11.12 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 11.12, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • foreign matter means anything that is not part of the cotton plant.

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

  • Excluded Matters has the meaning given in Section 6.3.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Environmental Action means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • 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.

  • Environmental Activities means the use, generation, transportation, handling, discharge, production, treatment, storage, release or disposal of any Hazardous Materials at any time to or from any portion of the Premises or located on or present on or under any portion of the Premises.