Seller's Best Knowledge Clause Samples
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Seller's Best Knowledge. To the extent that the Sellers’ Guarantees are restricted to “Sellers’ best Knowledge”, this shall mean that none of the persons listed in Schedule 11.2(a) has actual knowledge based on reasonable inquiries of the persons listed in Schedule 11.2(b).
Seller's Best Knowledge. To the best of Seller's knowledge" shall mean the actual knowledge of any of Seller's principals with respect to such subject matter.
Seller's Best Knowledge. With respect to the representations and warranties of Seller herein that are to "Seller's Best Knowledge," "Best Knowledge" shall mean and include the actual knowledge of Seller or key employees of Seller.
Seller's Best Knowledge. As used throughout this Agreement, the phrase "to the best of Seller's knowledge" means the actual or constructive knowledge of any of the officers of Seller, after due investigation of the CATV Systems and discussion with the personnel of such CATV Systems.
Seller's Best Knowledge within the meaning of this Agreement, shall mean only the actual knowledge, after due inquiry, of the persons listed in Annex 7.18.3 as of the Signing Date.
Seller's Best Knowledge. 10.1 For the purpose of this Agreement, the “Sellers’ Best Knowledge” shall encompass only the actual knowledge (tatsächliche Kenntnis) or grossly negligent ignorance (▇▇▇▇ fahrlässige Unkenntnis) of any of the Sellers and/or Mr Bas Groenen.
10.2 The Parties are in agreement that the knowledge of any of the persons mentioned in Section 10.1 or Employee shall not be attributed to the Purchaser.
Seller's Best Knowledge. “Seller’s Best Knowledge” shall have the same meaning as defined in Section 12.3 of the ASPA.
Seller's Best Knowledge. If and to the extent any of the representations or warranties of Sellers in Exhibit 7 are made to “Sellers’ Best Knowledge”, such representation or warranty is only breached if any Seller hereto or any of the Knowledge Employees had actual knowledge of the relevant fact, provided however that M▇▇▇▇▇▇▇ ▇▇▇▇▇’ knowledge shall only be relevant with respect to the representations and warranties in Section 7 and Section 9 of Exhibit 7 hereto.
Seller's Best Knowledge. If and to the extent that any of the representations of Sellers in this Section 7 is made to Sellers' Best Knowledge, Sellers shall be deemed to have had such knowledge if, as of the date of this Agreement any or all of the Sellers, including Mathieu Haels and Marc Jacobs in their current management capacities, or any of the ▇▇▇▇▇▇▇ ▇▇sted in Exhibit 7.11.2, had actual knowledge (positive Kenntnis) or could have obtained such knowledge after due inquiry of the members of the management of the Company applying the standard of care of a prudent businessman pursuant to Section 43 GmbHG (fahrlassige Nichtkenntnis).
Seller's Best Knowledge. If and to the extent that any of the Guarantees in this Section 7 is made to the "Seller's Best Knowledge", the Seller shall be deemed to have such knowledge whenever any member of the board of management or the supervisory board of the Seller or of Seller's general partner (Komplementär), in particular M▇. ▇▇▇▇▇▇▇ and D▇. ▇▇▇▇▇▇▇▇▇▇▇, had actual knowledge (positive Kenntnis) or negligently failed to have such knowledge (fahrlässige Unkenntnis) by, e.g., having failed to duly inquire any managing director or "Prokurist" of the Seller or of any of the Target Companies or,