To the Knowledge of Seller. The term "to Seller's or the Shareholder's knowledge" or any similar term, where any representation or warranty contained in Article II is expressly qualified by reference to such phrase, shall mean that Seller acting by and through its duly appointed and authorized officers, confirms that as to the matters that are the subject of such representations and warranties, such officers either have actual knowledge of such matters or have made inquiries with respect to such matters, sufficient to allow Seller to make such representation or warranty in good faith without actual knowledge that such representation is untrue.
To the Knowledge of Seller. (i) no Key Employee of any Subsidiary intends to terminate his employment with the applicable Subsidiary;
To the Knowledge of Seller. (i) no Business Employee intends to terminate his or her employment; (ii) no Business Employee has received an offer to join a business that may be competitive with the Acquired Business; (iii) no Business Employee is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on the performance by such Business Employee of any of his or her duties or responsibilities as an employee of Seller or as an employee of Purchaser. To the Knowledge of Seller, Seller has not engaged in any unfair labor practice of any nature with respect to the Acquired Business or the Business Employees. Since January 1, 2001, except as set forth on Schedule 2.18, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination against Seller, by any Business Employees or by any of the employees performing work for Seller but provided by an outside employment agency, or by any current or potential representatives of suppliers or customers or distributors, and there are no facts or circumstances known to Seller that could reasonably be expected to give rise to such complaint or claim. To the Knowledge of Seller, Seller has complied in all material respects with all Legal Requirements related to the employment of Business Employees and has not received any notice of any claim that it has not complied in any material respect with any Legal Requirement relating to the employment of Business Employees, including without limitation, any provisions thereof relating to wages, hours, collective bargaining, the payment of Social Security and similar taxes, equal employment opportunity, employment discrimination, the WARN Act, employee safety, or that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing.
To the Knowledge of Seller. The term “To the knowledge of the Seller” as used in this Section means the actual current knowledge of the County Attorney, Xxxxxxx Xxxxxxx, Project Manager, Xxxxxx Xxxxxxx, Property Manager for the Property and Xxxxxxx XxXxxxx, Compliance Section Lead, and the current facilities and maintenance staff who perform services at the Penumbra Xxxxx Building for the County after reasonable efforts of review of the documents provided to the City and inquiry to such County staff.
To the Knowledge of Seller. (A) Seller has not in the past interfered with, infringed upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of the CR businesses as presently conducted; (B) there are no facts that indicate a likelihood of any of the foregoing; and (C) no notices regarding any of the foregoing (including, without limitation, any demands or offers to license any Intellectual Property from any third party) have been received.
To the Knowledge of Seller. (a) the Company and the Business are, and during the past five years have been, in compliance in all material respects with all Environmental Laws; (b) since January 1, 2008, neither Seller nor the Company has received any written notice (the substance of which has not been materially resolved) that alleges that the Business or any of the assets of the Business is in material violation of, or has material liability under, any Environmental Law; (c) (i) the Company has obtained and is in compliance in all material respects with all Environmental Permits, (ii) all such Environmental Permits are valid and in good standing, (iii) neither Seller nor the Company has been advised by any Governmental Entity of any materially adverse actual or potential change in the status or terms and conditions of any such Environmental Permit, (iv) the Company has made all filings required by such Environmental Permits, and (v) the assets of the Business are in such condition so as to ensure compliance in all material respects with Environmental Laws and Environmental Permits while operating at the maximum production rates allowed by such Environmental Permits; (d) there are no Environmental Proceedings pending or threatened against the Company; (e) there have been no Releases of any Hazardous Material by the Business or at, on, under or from the real property where the Facility is located that have formed or could form the basis of any Environmental Proceeding against the Company or that have formed or could form the basis of any investigation or remediation pursuant to Environmental Laws by the Company; and (f) the Company has not assumed, either contractually or by operation of Law, any material liabilities that have formed or could form the basis of any Environmental Proceeding against the Company or that have formed or could form the basis of any investigation or remediation pursuant to Environmental Laws by the Company, including locations not owned or controlled by the Company.
