Best Knowledge definition

Best Knowledge means both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

Best Knowledge have knowledge of", "have no knowledge of", "do not know of" or "to the knowledge of" and similar phrases shall mean (i) in the case of a natural person, the particular fact was known, or not known, as the context requires, to such person after diligent investigation and inquiry by such person, and (ii) in the case of an entity, the particular fact was known, or not known, as the context requires, to any stockholder, director or executive officer of such entity after diligent investigation and inquiry.

Best Knowledge of any Person means (i) actual knowledge of such Person (including the actual knowledge of the officers and directors of such Person) and (ii) that knowledge which could have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent businessperson would have made or exercised in the management of his or her business affairs, including due inquiry of those key employees and professionals of such Person who could reasonably be expected to have actual knowledge of the matters in question. The use in this Agreement of the term "including" means "including, without limitation." The words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole, including the schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to sections, schedules and exhibits mean the sections of this Agreement and the schedules and exhibits attached to this Agreement, except where otherwise stated. The title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require or permit. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1.

Examples of Best Knowledge in a sentence

• There are no material actions, suits or claims pending or, to the best of Seller’s or either Stockholder’s Best Knowledge, any material actions, suits or claims which could reasonably be expected to be asserted, against any Plan maintained by Seller or any ERISA Affiliate, the assets thereof, or against it in connection with any Plan.

• Other than what is disclosed in the SEC Documents, there are no claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of Purchaser) pending or, to the Purchaser’s Best Knowledge, threatened against Purchaser, at law or in equity or by or before any Governmental Entity or in arbitration or mediation, nor is there any basis for any such action or proceeding.

• Except as set forth in the Disclosure Letter, since December 31, 2014, no material client of Seller has canceled or otherwise terminated or reduced the scope of services or, to the Best Knowledge of Seller and either Stockholder, threatened to cancel, terminate or otherwise reduce the scope of services provided by Seller.

• All such leased Assets are leased by Seller pursuant to valid lease agreements which are listed in the Disclosure Letter, and neither Seller nor, to the Best Knowledge of Seller or either Stockholder, the lessor of such leases is in default under any of such leases.

• There are no claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of Seller) pending or, to the Seller’s or either Stockholder’s Best Knowledge, threatened against Seller or any of the Assets, at law or in equity or by or before any Governmental Entity or in arbitration or mediation, nor is there any basis for any such action or proceeding.

More Definitions of Best Knowledge

Best Knowledge or "to the knowledge of" and similar phrases shall mean (i) in the case of a natural person, the particular fact was known, or not known, as the context requires, to such person after reasonable investigation and inquiry by such person, and (ii) in the case of an entity, the particular fact was known, or not known, as the context requires, to any of the Stockholders listed in Exhibit 1.1, director or executive officer of such entity after reasonable investigation and inquiry by the executive officers of such entity; provided, however, that to the extent any of the representations, warranties and statements of the Company made specifically in Section 3.21 is expressly qualified to the knowledge or best knowledge of the Company, it shall mean the knowledge of any of the Stockholders listed on Exhibit 1.1, director or executive officer of the Company actually possesses without the necessity of any special inquiry as to the matters which are the subject thereof.

Best Knowledge of the Issuer shall mean and include (i) actual knowledge and (ii) that knowledge which a prudent businessperson would reasonably have obtained in the management of such Person’s business affairs after making due inquiry and exercising the due diligence which a prudent businessperson should have made or exercised, as applicable, with respect thereto.

Best Knowledge means in the case of the Company the best knowledge of those individuals listed on Schedule 3:

Best Knowledge means the best knowledge of those individuals listed on Schedule 5:

Best Knowledge means and include, in the case of a specified Person, (i) actual knowledge and (ii) that knowledge which a prudent businessperson (including, in the case of an Entity, the general or managing partners, officers, directors and key employees of such Entity) should have obtained in the management of his or her business affairs after making due inquiry and exercising due diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of any general or managing partner, director, officer or key employee of an Entity shall be deemed to be the knowledge of the Entity.

Best Knowledge means, in respect of a Person, that nothing has come to the attention of that Person that gives such Person actual knowledge of the existence or absence of any material information or fact bearing on the matter.

Best Knowledge shall include matters that are known to the directors, officers and employees of the Person.