Examples of Known to Sellers in a sentence
Sellers will execute and deliver at the Closing each Operative Agreement that Sellers are required hereby to execute and deliver as a condition to the Closing, will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchasers contained in this Agreement and will not take or fail to take any action Known to Sellers that could reasonably be expected to result in the nonfulfillment of any such condition.
Neither of the Sellers, nor, to Sellers’ Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Sellers which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities.
The minutes of the Company provided to Purchaser are the only minutes of the Company Known to Sellers as of the date of this Agreement and contain accurate summaries of all meetings and actions by written consent of the board of directors (or committees thereof) of the Company and contain accurate summaries of all Company shareholder meetings and all Company shareholder actions by written consent since the time of incorporation of the Company.
Sellers also will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedules) of, and will use all commercially reasonable efforts to cure, before the Closing, any violation or breach, as soon as practicable after it becomes Known to Sellers, of any representation, warranty, covenant or agreement made by Seller in this Agreement, whether occurring or arising before, on or after the date of this Agreement.
Except as explicitly set forth in Schedule 2.13(c), there are no contracts, licenses or agreements between any Seller or any Affiliate of Sellers and any other person with respect to any Intellectual Property used or held for use in the conduct of the Business under which there is any material dispute Known to Sellers regarding the scope of such agreement, or performance under such agreement including with respect to any payments to be made or received by any Seller or any Affiliate of Sellers thereunder.