Parent Knowledge definition
Examples of Parent Knowledge in a sentence
Synopsys representations and warranties in this Agreement are limited only to Parent Knowledge as defined in the Stock Purchase Agreement entered concurrently herewith.
During the Pre-Closing Period, if any Parent Knowledge Party becomes aware of a deterioration in the relationship with any customer of Parent listed on Schedule 5.2(b) of the Parent Disclosure Letter, it will promptly bring such information to Seller’s attention in writing and, if requested by Seller, will exert its commercially reasonable efforts to promptly restore the relationship.
During the Pre-Closing Period, if any Parent Knowledge Party becomes aware of a deterioration in the relationship with any Material Seller Customer it will promptly bring such information to Seller’s attention in writing.
Without limiting the foregoing, from the date hereof through the Effective Time or earlier termination of this Agreement, Parent agrees to provide promptly to the Company to the attention of the Special Committee written notice of any proposal received by Parent or any of its subsidiaries from third parties and made known to any Parent Knowledge Parties concerning a possible acquisition by a third party of the Company or its securities, any subsidiary of the Company or any of their respective assets.
With respect to PPD and PPD Parent, Knowledge means actual Knowledge of any of the Chief Executive Officer, the Chief Financial Officer or the General Counsel of PPD Parent.
Parent has caused each member of the Parent Knowledge Group to, prior to the date hereof, conduct a reasonable inquiry, with respect to each representation and warranty made by Parent and Merger Sub in this Article IV that is qualified by the Knowledge of Parent, of the other executives and managers having primary responsibility for such matters.
The right to indemnification or other remedy of any party based on the representations, warranties, covenants and obligations contained in the Agreement and the certificates to be delivered pursuant to Section 7.02(c) shall be nullified by Parent Knowledge prior to the Closing of the basis for the claim of such indemnification or remedy.
To the Parent Knowledge, Parent has not taken any action which would prevent the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.