Knowledge of Sellers. For purposes of this Agreement, Knowledge of Sellers or any similar expression shall mean the knowledge, after due inquiry, of (i) the executive officers of Sellers; (ii) Xxxxxx Xxxxxxx; or (iii) Xxxxxx Xxxxxxx and all individuals who directly report to Xx. Xxxxxxx.
Knowledge of Sellers. 6 1.42 Law ..............................................6 1.43
Knowledge of Sellers. As used in this Agreement, “knowledge of Sellers” or “Sellers’ knowledge” (and any similar expression) means the actual knowledge of (i) each Hospital’s Chief Executive Officer, Chief Financial Officer, Chief Nursing Officer and Chief Compliance Officer (or equivalent), in each case after reasonable inquiry by such Person, and (ii) Cxxxx Xxxxx, in his capacity as a Hospital Transactions Consultant of CHSPSC, LLC, after reasonable inquiry by such Person. [SIGNATURE PAGES FOLLOW] 63
Knowledge of Sellers. Where any representation or warranty contained in this Agreement is expressly qualified by reference to knowledge, Sellers confirm that they have made or caused to be made due and diligent inquiry as to the matters that are the subject of such representations and warranties.
Knowledge of Sellers with reference to this Agreement, means the knowledge of the executive officers of ITG, the senior officers or managers of each of the other Sellers, or with respect to any environmental matters, each employee of each Seller responsible for supervising environmental compliance; Landbank: Landbank, Inc., a Subsidiary of ITG. Legal Requirements: with respect to any Person, all statutes, ordinances, by-laws, codes, rules, regulations, restrictions, judgments, orders, writs, injunctions, decrees, determinations, permits or awards of any Governmental Authority having jurisdiction over such Person or any of such Person's assets or businesses; Lender: Sugar Acquisition (NVDIP), Inc., a Nevada corporation and a wholly owned Subsidiary of Buyer; Letter of Intent: as defined in the Preamble; Material Adverse Change: a material adverse change (or event or condition that is reasonably likely to result in a material adverse change), whether individually or in the aggregate, in the business, condition (financial or other), operations, assets, liabilities or prospects of Sellers; Materials of Environmental Concern: chemicals, pollutants, contaminants, medical waste or specimens, toxic substances, petroleum and petroleum products, including hazardous wastes under the Resource, Conservation and Recovery Act, 42 U.S.C. Section 6903 et seq., hazardous substances under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601 et seq., asbestos, polychlorinated biphenyls and urea formaldehyde, and low-level nuclear materials, special nuclear materials or nuclear-byproduct materials, all within the meaning of the Atomic Energy Act of 1954 as amended, and any rules, regulations or policies promulgated thereunder; Minimum Incremental Bid Amount: Two Million Dollars ($2,000,000) in excess of the Break-Up Fee and Expense Reimbursement for any initial incremental bid, and Two Million Dollars ($2,000,000) for any additional incremental bids; Multiemployer Plan: defined in ERISA section 3(37) or section 400l(a)(3); Multiple Employer Plan: an Employee Pension Benefit Plan which is not a Multiemployer Plan and for which a Person who is not a member of a Controlled Group that includes any of Sellers is or has been a contributing sponsor; NYSE: New York Stock Exchange; Other Plan: any bonus, deferred compensation, executive compensation, incentive, severance, stock option, stock purchase, performance share, stock appreciation or other equity based co...
Knowledge of Sellers. To the knowledge of Sellers, to Sellers' knowledge or any counterparts thereof shall mean the actual knowledge of the officers of Sellers and those natural persons listed on Schedule 13.10 hereto.
Knowledge of Sellers. For purposes of this Agreement, "knowledge of Sellers" or any similar term shall mean the actual knowledge of an executive officer of Parent or of Xxxxxxx X. Xxxxxxx, Senior Vice President of AWG, after reasonable inquiry.
Knowledge of Sellers. Unless specifically stated otherwise herein, for the purposes of this Agreement, the terms “Know”, “Known”, “
Knowledge of Sellers. Section 12.1
Knowledge of Sellers. The term “knowledge of Sellers” or any similar phrase as used in this Agreement shall be limited to the actual knowledge of Xxxxxxx Xxxxxxx (Senior Vice President of CNL Financial Group Investment Management, LLC), Xxxxx Xxxxxxx (Senior Managing Director Healthcare and Senior Housing of CNL Financial Group Investment Management, LLC) and Xxxxxx Xxxxxx (Vice President of each Seller), without imposing any duty of investigation or inquiry or personal liability upon any such individuals. Sellers hereby represent and warrant that the individuals listed in the preceding sentence are the individuals acting on behalf of Sellers who would reasonably be expected to have knowledge of the matters set forth herein.
