Common use of Knowledge Defined Clause in Contracts

Knowledge Defined. For purposes of this Agreement, the term “the Company's knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (ONE Group Hospitality, Inc.), Agreement and Plan of Merger (ONE Group Hospitality, Inc.), Agreement and Plan of Merger (ONE Group Hospitality, Inc.)

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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case knowledge or awareness of the Members a particular fact or other matter of Xxxxxxx Xxxxx and the CompanyXxxxxxx Xx Xxxxx, the actual if that individual is actually aware of that fact or matter or if knowledge of Rxxxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx such fact or matter would have reasonably been obtained by such individual after reasonably inquirymaking commercially reasonable inquiry with respect to the particular fact or matter in question.

Appears in 1 contract

Samples: Stock Purchase Agreement (Blucora, Inc.)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to and “knowledge of the Company” as used herein shall mean in the case knowledge after reasonable inquiry of the Members Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxx and the Company, the actual knowledge of Rxxxxxx Xxxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mallinckrodt PLC)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or and similar references to knowledge terms as used herein shall mean in the case of the Members and the Company, the actual knowledge knowledge, information or belief of Rxxxxxx XxxxxxXxxxxx Xxxxxxxxxx, Sxx Xxxxxxxx Xxx Xxxxx, Xxxxx Xxxxxxx and Jxxx Xxxxxxx Xxxx Xxxxxx after reasonably inquiryconducting a reasonable investigation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Idex Corp /De/)

Knowledge Defined. For purposes of this Agreement, the term "the Company's knowledge” or similar references to knowledge " as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable investigation of Rxxxxxx Xxxxxx X. Xxxxxx, Sxx Xxxxxxxx III, Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxx Xxxxxx (collectively, the "Key Employees").

Appears in 1 contract

Samples: Stock Purchase Agreement (Nco Group Inc)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or (and similar references to knowledge phrases) as used herein shall will mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxXxxxxx Xxxxx, Sxx Xxxxxxxx Xx. and Jxxx Xxxxxxx Xxxx XxXxxxxx after reasonable inquiry of the Company’s employees who would reasonably inquirybe expected to have knowledge of the matter in question.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Datalink Corp)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to and “knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable inquiry of Rxxxxxx Xxxx Xxxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx “the Purchaser’s knowledge” and “knowledge of the Purchaser” as used herein shall mean the actual knowledge after reasonably inquiryreasonable inquiry of Xxx Xxxxxxx, Xxxxxx Xxxxx and Xxxx Xxxxxxxx.

Appears in 1 contract

Samples: Securities Purchase Agreement (DreamWorks Animation SKG, Inc.)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or (and similar references to knowledge phrases) as used herein shall will mean in the case of the Members and the Company, the actual knowledge after reasonable investigation of Rxxxxxx XxxxxxXxxxxxx Xxxxx, Sxx Xxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxxxxx.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JDS Uniphase Corp /Ca/)

Knowledge Defined. For purposes of this Agreement, the term ----------------- "the Company's knowledge" or similar references to "knowledge of the Company" as used herein shall ----------------------- ------------------------ mean in the case of the Members and the Company, the actual knowledge knowledge, without imputation of Rxxxxxx Xxxxxxany other Person and without independent inquiry and investigation, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryof Xxxxx Xxxxxxx.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gardner Denver Inc)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxNear Xxxxxxxx, Sxx Xxxxxxxx Xxxxxx Black, Xxxxx Xxxxxxxx, Xxxxx X. Xxxx, Xx-Xxxx Jan and Jxxx Xxxxxxx after reasonably inquiryXx.

Appears in 1 contract

Samples: Stock Purchase Agreement (MRV Communications Inc)

Knowledge Defined. For purposes of this Agreement, the term “the Company's knowledge’s Knowledgeor similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxXxxx Xxxxxxx, Sxx Xxxxxxxx Xxxx XxXxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxxxx.

Appears in 1 contract

Samples: Equity Purchase Agreement (Inergy L P)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable inquiry of Rxxxxxx Xxxxxx X. L’Esperance, Xxxxx X. Xxxxxx, Sxx Xxxxxxxx Xxxxxxx X. Brothers, R. Xxxxx Xxxxxx, Xxxxx Xxxxxxx, and Jxxx Xxxxxxx after reasonably inquiryXxxxxx X. Xxxxxxx.

Appears in 1 contract

Samples: Unit Purchase Agreement (Alliance Laundry Systems LLC)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” (or similar references to knowledge reference) as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxSxxxxxxxx and Sxxxxx Xxxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryreasonable inquiry of each of such Person’s direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CNL Strategic Capital, LLC)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable inquiry of Rxxxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxxx, Sxx Xxxxxxxx Xxx Xxxxxxx, Xxxxx Xxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (Live Nation, Inc.)

Knowledge Defined. For purposes of As used in this Agreement, the term "the Company's knowledge" or similar references to "knowledge as used herein shall mean in the case of the Members and the Company, " means the actual knowledge without independent investigation (and will in no event encompass constructive, imputed or similar concepts of Rxxxxxx knowledge) of Xxx Xxxxxx, Sxx Xxxxxxxx Xxxx Xxxx, Xxx Xxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxx Xxxxx.

Appears in 1 contract

Samples: Equity Purchase Agreement (ClubCorp Holdings, Inc.)

Knowledge Defined. For purposes of this Agreement, the term (a) “the Company's ’s knowledge” or similar references to and “knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx, Xxxx Xxxxxxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxxx, and (b) “the Parent’s knowledge,” “the Purchaser’s knowledge” or “the Merger Sub’s knowledge” as used herein shall mean the actual knowledge of Xxxxxx X. Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Caci International Inc /De/)

Knowledge Defined. For purposes of this Agreement, (i) the term phrase “the Company's ’s knowledge” or similar references to knowledge phrases as used herein shall mean in the case of the Members and the Company, means the actual knowledge of Rxxxxxx Xxxxxxeach of Xxxxxxxx Xxxxxxx, Sxx Xxxxxxxx Xxxxx Xxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxxxxxx, and (ii) the phrase “the Parent or its Subsidiaries knowledge” or similar phrases as used herein means the actual knowledge of each of Xxxx Xxxxx and Xxxxx Xxxxxxxxx.

Appears in 1 contract

Samples: First Amended and Restated Agreement and Plan of Merger (FISION Corp)

Knowledge Defined. For purposes of this Agreement, the term phrase “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, means the actual knowledge knowledge, after due inquiry, of Rxxxxxx Xxxxxx Stripe, Xxxxxxx Xxxxxx, Sxx Xxxxxxxx Xxxx Xxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxx.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tornier N.V.)

Knowledge Defined. For purposes of this Agreement, (i) the term phrase “the Company's ’s knowledge” or similar references to knowledge phrases as used herein shall mean in the case of the Members and the Company, means the actual knowledge of Rxxxxxx Xxxxxxeach of Xxxxxxxx Xxxxxxx, Sxx Xxxxxxxx Xxxxx Xxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxxxxxx and and (ii) the phrase “the Parent or its Subsidiaries knowledge” or similar phrases as used herein means the actual knowledge of each of Xxxx Xxxxx and Xxxxx Xxxxxxxxx.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FISION Corp)

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Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge“ (or similar references to knowledge reference) as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx Frith and Jxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryreasonable inquiry of each of such Person’s direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CNL Strategic Capital, LLC)

Knowledge Defined. For purposes of this Agreement, the term “Knowledge” or “the Company's ’s knowledge” or (and similar references to knowledge phrases) as used herein shall will mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxXxxxx Xxxxxxx, Sxx Xxxxxxxx Xxxxx Xxxx, Xxxxx X’Xxxxxxx, Xxxx XxxXxxx and Jxxx Xxxxxxx Will Claridge after reasonably reasonable inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Belden Inc.)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to the knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual knowledge knowledge, following a reasonable inquiry, of Mxxxxxx X. Xxxxxxx, Xx., Mxx X. Xxxxxxx, Xx., Rxxxxxx X. Xxxxxxx and Jxxxx X. Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hillman Companies Inc)

Knowledge Defined. For purposes of this Agreement, the term phrase “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, means the actual knowledge without independent investigation (and will in no event encompass constructive, imputed or similar concepts of Rxxxxxx Xxxxxxknowledge) of the following individuals: Xxxx Xxxx, Sxx Xxxxxxxx Xxx Xxxxxxxxxx, Xxxx Xxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxx.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Polyone Corp)

Knowledge Defined. For purposes of this Agreement, the term phrase “the Company's knowledge’s Knowledgeor similar references to knowledge as used herein shall mean in means the case actual knowledge, after due inquiry, of the Members and the Companyfollowing individuals: Xxxxxxx Xxxx, the actual knowledge of Rxxxxxx Xxxxxxx Xxxxxx, Sxx Xxxxxxxx Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxx and Jxxx Xxxxxxx after reasonably inquiryXxx Xxxxxxx.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Empeiria Acquisition Corp)

Knowledge Defined. For purposes of this Agreement, the term “the Company's knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge knowledge, after reasonable inquiry, of Rxxxxxx Xxx Xxxxx, Xxxx Xxxxxx, Sxx Xxxxxxxx Xxxxx Fund, Xxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxx Xxxxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Payments Inc)

Knowledge Defined. For purposes of this Agreement, the term "the Company's knowledge" or similar references to "the knowledge of the Company" as used herein shall mean in the case knowledge, after due inquiry (or what would reasonably be the knowledge if due inquiry were made), of the Members and the CompanyXxxxxxx X. Tamer, the actual knowledge of Rxxxxxx XxxxxxXxxxx X. Xxxxxxxx, Sxx Xxxxxx X. Xxxxxxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryX. X. Xxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (Desa Holdings Corp)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge after reasonable investigation of Rxxxxxx Jxxxxxx Xxxx, Sxxxx XxXxxxx, Txxxx Xxxxx, Jxx Xxxxxxx, Bxxx Xxxxxxx and Txxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Campbell Soup Co)

Knowledge Defined. For purposes of this Agreement, the term to the Company's ’s knowledge” or similar references to the knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual knowledge knowledge, after reasonable inquiry of Rxxxxxx Xxxxxxtheir direct reports, Sxx of any of Xxxx Xxxxxxxx, Xxxxxxxx Xxxxx, Xx Xxx and Jxxx Xxxxxxx after reasonably inquiryXxx XxXxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (TELUS International (Cda) Inc.)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx XxxxxxXxxxxx Xxxxxxx, Sxx Xxx Xxxxxx and Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiryXxxxxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ecollege Com)

Knowledge Defined. For purposes of this Agreement, the term “the Company's ’s knowledge” or similar references to knowledge of the Company” as used herein shall mean in the case of the Members and the Company, the actual personal knowledge after due inquiry, without imputation of Rxxxxxx any other Person and without independent investigation, of Xxxxx X. Xxxxxxxxx, Xxxx X. Xxxxx, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxx, Xxx Xxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Michael Foods Inc /Mn)

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