Sellers’ Knowledge; Materiality Clause Samples

Sellers’ Knowledge; Materiality. 7.4.1 In this Agreement, the knowledge of the Sellers (the Sellers’ Knowledge) shall solely encompass the actual knowledge of the CEO (▇▇▇▇▇▇▇ ▇▇▇▇▇▇) and the CFO (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) of the Target and the COOs (▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇) and the Director of Global Operations and Supply Chain (▇▇▇▇▇▇ ▇▇▇▇▇). EXECUTION COPY Project Kronos 5 July 2014 47 | 76 7.4.2 For the purposes of Section 7.2, “material” shall mean a single matter, circumstance, event or occurrence having an impact of more than (i) EUR 500,000 (in words: five hundred thousand Euros) on recurrent EBITDA or a per annum payment or (ii) EUR 2,500,000 (in words: two million five hundred thousand Euros) as a one-off event.