DEFINITION OF BEST KNOWLEDGE Sample Clauses

DEFINITION OF BEST KNOWLEDGE. As used herein, the term "to the best knowledge" of the Company shall mean and include (i) actual knowledge and (ii) that knowledge from which a person of reasonable intelligence (including, in the case of the Company, the officers and directors of the Company) (A) would infer that the fact in question exists, or (B) would govern his conduct upon the assumption that such fact exists. In connection therewith, the knowledge (both actual and constructive) of any director or officer of the Company shall be imputed to be the knowledge of the Company.
Sample 1
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DEFINITION OF BEST KNOWLEDGE. In the Sections that follow, First Security, Stockholders, Representatives, and Holding Company make certain representations and warranties that are limited to the "best knowledge" of the person making the representation or warranty. For all purposes of this Agreement whenever a representation or warranty is limited to the "best knowledge" of a person, or by similar language, that limitation shall mean that the maker of the representation or warranty is not actually aware of the falsity of the representation or warranty, and, as to First Security and the Representatives, has also made such reasonable inquiry or investigation regarding the same as a normal business person would make in the ordinary course of business, and shall not imply that extraordinary searches or investigations have been performed in order to confirm the accuracy of the representation or warranty contained in the statement.
Sample 1
DEFINITION OF BEST KNOWLEDGE. As used herein, the term "to the best knowledge of HTI" shall mean and include (a) actual knowledge of the executive officers of HTI and (b) that knowledge which a prudent businessperson could have obtained in the management of his or her business affairs after making due inquiry and exercising due diligence with respect thereto. In connection therewith, the knowledge of any such executive officer of HTI shall be imputed to be the knowledge of HTI. For purposes of this Agreement, disclosure of any matters in any Schedule shall be deemed disclosure for all purposes.
Sample 1
DEFINITION OF BEST KNOWLEDGE. For purposes of this Agreement, the term "to the best knowledge of the Shareholders" or other term of similar import means that none of the persons identified on Schedule 5.32 has actual knowledge that the representations or warranties set forth in this Agreement is untrue in any material respect.
Sample 1
DEFINITION OF BEST KNOWLEDGE. As used in this Agreement, the term "BEST KNOWLEDGE and like phrases shall mean and include (i) actual knowledge and (ii) that knowledge which a prudent business person (including the officers, directors, and key employees of the party in question) could have obtained in the management of his or her business affairs after making due inquiry and exercising due diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of any officer, director, or key employee of any party hereto shall be imputed to be the knowledge of such party.
Sample 1
DEFINITION OF BEST KNOWLEDGE. For purposes of this Agreement, the term "to the best knowledge of the Shareholder and the Company" or other term of similar import means that the officers of the Company and the Shareholder, as the case may be, have no actual knowledge that the representation or warranty is untrue in any material respect.
Sample 1
DEFINITION OF BEST KNOWLEDGE. The Holdings II Primary Individuals are officers or employees of Holdings II or a Holdings II Affiliate, and are the individuals who collectively have primary responsibility for managing the ownership, operation and development of the Property and overseeing the business activities of Holdings II, including but not limited to the supervision, directly or indirectly, of the employees and agents of Holdings II and Holdings II Affiliates with respect to the Property. To Holdings II's best knowledge, no other officer or employee of Holdings II or an Holdings II Affiliate is likely to possess material information or knowledge with respect to the Property which is not also possessed or known by one of the Holdings II Primary Individuals.
Sample 1
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DEFINITION OF BEST KNOWLEDGE. The TrizecHahn Primary Individuals are officers or employees of TrizecHahn or an TrizecHahn Affiliate, and are the individuals who collectively have primary responsibility for managing the ownership, operation and development of the Property and overseeing the business activities of TrizecHahn, including but not limited to the supervision, directly or indirectly, of the employees and agents of TrizecHahn and TrizecHahn Affiliates with respect to the Property. To TrizecHahn's best knowledge, no other officer or employee of TrizecHahn or a TrizecHahn Affiliate is likely to possess material information or knowledge with respect to the Property which is not also possessed or known by one of the TrizecHahn Primary Individuals.
Sample 1

Related to DEFINITION OF BEST KNOWLEDGE

  • Definition of “Knowledge For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

  • Definition of Seller’s Knowledge Any representations made “to Seller’s knowledge” shall not be deemed to imply any duty of inquiry. For purposes of this Contract, the term “to Seller’s knowledge” shall mean and refer only to actual knowledge of the Designated Representative of the Seller and shall not be construed to refer to the knowledge of any other partner, officer, director, agent, employee or representative of the Seller, or any affiliate or parent of the Seller, or to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such Designated Representative any individual personal liability. As used herein, the term Designated Representative shall refer to Xxxxxxx Xxxxxxx who is the District Manager of Seller’s property manager with supervisory responsibility for the Property.

  • Best Knowledge Best Knowledge" shall mean 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.

  • Definition of Company Solely for purposes of this Article 6, the term "Company" also shall include any existing or future subsidiaries of the Company that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company during the periods described herein.

  • Prior Actions and Knowledge I represent and warrant that from the time of my first contact or communication with the Company, I have held in strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the Company or any affiliate or related entity of the Company, or (ii) used, copied, published, or summarized any Proprietary Information or removed any Company Materials from the business premises of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company.

  • Interpretation; Knowledge (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement. Unless otherwise indicated the words "include," "includes" and "

  • Investigation of Financial Condition Without in any manner reducing or otherwise mitigating the representations contained herein, Company shall have the opportunity to meet with Buyer's accountants and attorneys to discuss the financial condition of Buyer. Buyer shall make available to Company all books and records of Buyer.

  • Definition of Taxes For the purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

  • Defined Terms Used in this Agreement In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

  • Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------

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