Knowledge Parties. The President & Chief Executive Officer and the Chief Financial Officer & Treasurer of each Borrower are the officers of Borrower who are appropriately positioned to provide knowledge of the representations and warranties set forth herein.
Knowledge Parties. 1. Xxxxxxx Xxx
Knowledge Parties. Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx are the officers of Borrower who are appropriately positioned to provide knowledge of the representations and warranties set forth herein.
Knowledge Parties. References in this Agreement to the Company Parties’ knowledge or words of similar import shall mean the knowledge of [Names], assuming reasonable investigation and inquiry as to the subject matter in question is made of the Company’s other officers, directors, management employees and outside counsel and accountants.96 96 For information about the importance of identifying these knowledge parties, see supra notes 47 & 48.
Knowledge Parties. References in this Agreement to Seller’s knowledge or words of similar import mean the actual knowledge of Xxxx Xxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxxxxxxx.
Knowledge Parties. References in this Agreement to the Sellers’ knowledge or words of similar import mean the knowledge of Xxxxx Xxxxxxxx after reasonable investigation of the surrounding circumstances.
Knowledge Parties. Nxxxxxx Xxxxxxx Sxxxx Xxxxxxxxxx Cxxxx Xxxxx Rxxxx Rxxxx Xxxx Xxxxxx EXHIBIT K FORM OF SECURITY AGREEMENT Execution Version SECURITY AGREEMENT among SOLAR STAR CALIFORNIA XIII, LLC, as Borrower, MIZUHO BANK LTD., as Administrative Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent Dated as of October 17, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Rules of Interpretation 4 Section 1.03 UCC Definitions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 4 Section 2.01 Inventory and Equipment 4 Section 2.02 Location; Records 4 Section 2.03 Certificated Securities and Instruments; Receivables 4 Section 2.04 Changes in Circumstances 5 Section 2.05 Intellectual Property 5 Section 2.06 Commercial Tort Claims 5 ARTICLE III COLLATERAL 5 Section 3.01 Grants of Security Interests 5 Section 3.02 Performance of Obligations 6 ARTICLE IV CERTAIN ASSURANCES; REMEDIES 7 Section 4.01 Delivery and Other Perfection Activities 7 Section 4.02 Intellectual Property 8 Section 4.03 Commercial Tort Claims 8 Section 4.04 Other Financing Statements and Liens 8 Section 4.05 Preservation of Rights 8 Section 4.06 Special Provisions Relating to Certain Collateral 8 Section 4.07 Custody and Preservation 10 Section 4.08 Rights to Preserve and Protect 10 Section 4.09 Remedies Generally 10 Section 4.10 Deficiency 12 Section 4.11 Change of Name or Location 12 Section 4.12 Private Sale 12 Section 4.13 Application of Proceeds 12 Section 4.14 Attorney-in-Fact 13 Section 4.15 Perfection 15 Section 4.16 Release of Liens 15 ARTICLE V MISCELLANEOUS 15 Section 5.01 Collateral Agent’s Right to Perform on Borrower’s Behalf 15 Section 5.02 Set-Off 16 Section 5.03 No Waiver; Remedies Cumulative 16 Section 5.04 Notices 16 Section 5.05 Amendments, Etc. 16 Section 5.06 Successors and Assigns 16 Section 5.07 Survival; Reliance 17 Section 5.08 Effectiveness; Continuing Nature of this Agreement 17 Section 5.09 Integration 17 Section 5.10 Agents, Etc. 17 Section 5.11 Severability 17 Section 5.12 Counterparts 17 Section 5.13 Headings 17 Section 5.14 Governing Law 17 Section 5.15 Submission To Jurisdiction; Waivers 18 Section 5.16 Acknowledgements 18 Section 5.17 Waiver of Jury Trial 18 Section 5.18 Security Interest Absolute 18 Section 5.19 Release; Termination 20 Section 5.20 Reinstatement 20 Section 5.21 No Third Party Beneficiaries 20 Section 5.22 Enforcement Expenses; Indemnification 20 Section 5.23 Collateral Agent 21 Section 5.24 Specific Perform...
Knowledge Parties. References in this Agreement to the Company’s knowledge or words of similar import mean the actual knowledge of Xxxxx Xxxx, Xxxx Xxxxx, Xxxx Xxxx Tackbary and Xxxx Xxxxxx.
Knowledge Parties. References in this Agreement to the "knowledge of the Company" or words of similar import shall be deemed to refer to the actual knowledge, after due inquiry, of Michael Xxxxx, Xxx Xxbex xxx Xxxin Buxxx. Xxxxxences in this Agreement to the "knowledge of Buyer" or to the "knowledge of Parent" or words of similar import shall be deemed to refer to the actual knowledge of the Chief Executive Officer, the Chief Financial Officer, and the President of the Memorialization Group.
Knowledge Parties. References in this Agreement to the “knowledge of the Company” or words of similar import shall be deemed to refer to the actual knowledge of Kxxxx Xxxxxx, Mxxxxxx Xxxxxx and Mxxxx Xxxxxxxx, after consultation with appropriate Company personnel who would reasonably be expected to have relevant knowledge of the subject matter based on such personnel’s role and duties.
