Best Knowledge of the Sellers definition

Best Knowledge of the Sellers means (i) the actual knowledge (positive Kenntnis) of the members of the board of Pxxxx GmbH appointed by EQT, i.e. Dx. Xxxx Xxxxx, Mx. Xxxxx Xxxxxxx and Dx. Xxxxx Xxxxx, which they had as of the Signing Date in relation to the Sellers’ Guarantees after due inquiry of (x) Bxxxx Xxxxxx and Dx. Xxxxxx Nxxxxxx Xxxxxxx with respect to all Sellers' Guarantees, and (y) Hxxxxx Xxxxxx, Eva Pxxxx, Pxxxx Xxxxxx with respect to those Sellers' Guarantees covering matters for which the relevant individuals are responsible, as well as (ii) the actual knowledge (positive Kenntnis) of Mr. Marc Eckerhall. The documents related to and used for the inquiry process are attached as Exhibit 5.4.
Sample 1
Best Knowledge of the Sellers means with reference to a specific date (the “Sellers’ Knowledge Reference Date”) the body of knowledge constituted on such date by (i) the actual knowledge of the managing directors of M-Tel, (ii) the actual knowledge of the managing directors of Stripe, (iii) the actual knowledge of Mag. Mxxxxx Xxxxxxx, born 6 August 1953, Dx. Xxxxx Xxxx, born 8 February 1933 and, Dx. Xxxxxxx Xxxxx, born 12 January 1947 (the “M-Tel Representatives” ), (iv) knowledge obtainable by a careful, diligent and EXECUTION VERSION reasonable enquiry by the M-Tel Representatives of (a) the members of the Management Board and (b) Bxxxx Xxxxxx, Vxxxxxxx Xxxxx, Jxxxx Troncheva, Wxxxxxxx Xxxxxxx and Nxxx Xxxxxx, (v) the actual knowledge of Mxxxxxx Xxxxxxxx, born 4 October 1965, Mxxx Xxxxxxx Xxxxxxxx, born 17 December 1962, and Cxxxxxx Xxxxx-Xxxxx, born 6 November 1963 (the “Stripe Representatives”), and (vi) knowledge obtainable by careful, diligent and reasonable enquiry by the Stripe Representatives of (a) the members of the Management Board and (b) Bxxxx Xxxxxx, Vxxxxxxx Xxxxx, Jxxxx Troncheva, Wxxxxxxx Xxxxxxx, and Nxxx Xxxxxx. With regard to (iv) and (vi) “knowledge obtainable by a careful, diligent and reasonable enquiry” means knowledge obtained by the M-Tel Representatives and the Stripe Representatives on the basis of the written answers provided by the member of the Management Board being responsible for shareholders’ relations on or prior to but not more than fifteen (15) Calendar Days prior to the Sellers’ Knowledge Reference Date and approved and certified in writing by the other members of the Management Board and at least one of the persons referred to under (iv) (b) and (vi) (b) in response to a particular list of questions regarding the subject matter of all representations and warranties under Clauses 5.1 (Organisation, Qualification and Corporate Power) through 5.26 (Information Disclosed by Stripe) which are qualified by the “Best Knowledge of the Sellers”. In the event of a failure to conduct such an enquiry to any extent, any knowledge that would have been obtainable through enquiry not subject to such failure is deemed to be within the Best Knowledge of the Sellers for the purposes of this definition;
Sample 1
Best Knowledge of the Sellers means the actual knowledge of any of Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, in all cases, after due inquiry.
Sample 1

Examples of Best Knowledge of the Sellers in a sentence

  • No investigation or review by any Governmental Entity with respect to any Entity is pending or, to the Best Knowledge of the Sellers, threatened, nor has any Governmental Entity notified any Entity or any Seller of its intention to conduct the same.

  • Except as set forth on SCHEDULE 5.13 and workers' compensation claims made in the ordinary course of business and consistent (in frequency and cost) with past practices, there are no (i) Proceedings pending or, to the Best Knowledge of the Sellers, threatened against any Seller, whether at law or in equity, or before or by any Governmental Entity or arbitrator or (ii) Orders of any Governmental Entity or arbitrator against any Seller.

  • All of such Permits are listed on Schedule 3.14, are in full force and effect, no violations with respect to any thereof have occurred or are or have been recorded, no Proceeding is pending or, to the Best Knowledge of the Sellers, threatened to revoke or limit any thereof except, in each case, such of the foregoing as could not reasonably be expected to have a Material Adverse Effect.

  • Except as set forth on SCHEDULE 5.21, there is (i) no account debtor or note debtor delinquent in its payment by more than 90 days, (ii) no account debtor or note debtor that has refused or, to the Best Knowledge of the Sellers, threatened to refuse to pay its obligations to each Seller for any reason, (iii) to the Best Knowledge of the Sellers, no account debtor or note debtor that is insolvent or bankrupt and (iv) no account receivable or note receivable pledged to any third party by each Seller.

  • To the Best Knowledge of the Sellers, the Sellers and their representatives have furnished all information and materials responsive to information requests by Purchasers.

  • To the Best Knowledge of the Sellers, none of said corporations has or will have violated the Securities Act or the State Laws in connection with the issuance of any shares of capital stock or other securities from the date of incorporation through the Closing Date.

  • Other than set forth in the Shareholders' Agreement, neither the Sellers, nor to the Best Knowledge of the Sellers, any third party has, with respect to the Shares, any pre-emptive right (Vorkaufsrecht), right of first refusal (Vorerwerbsrecht), subscription right (Bezugsrecht), option right (Optionsrecht), conversion right (Wandlungsrecht) or similar right, or is party to an agreement that may result in any such rights.

  • To the Best Knowledge of the Sellers, (i) the insurance policies listed in Exhibit 5.1.28 are valid and in full force, (ii) all premiums due on the above policies have been duly paid and (iii) there are no circumstances due to which any such policy might be voidable.

  • The Company does not have any labor relations problem pending or, to the Best Knowledge of the Sellers, threatened and its labor relations are satisfactory.

  • To the Best Knowledge of the Sellers or the Company, no underground storage tanks, impoundments, vessels or other containers used for storage of Hazardous Materials were and/are located on or below the surface of real estate properties owned or operated by First Guaranty.


More Definitions of Best Knowledge of the Sellers

Best Knowledge of the Sellers means the actual knowledge of (i) the managing directors of the Sellers and (ii) the officers of the Guarantor significantly involved in the evaluation and negotiation of this Agreement, and the knowledge these persons would have had after reasonable inquiry and investigation.
Sample 1
Best Knowledge of the Sellers means, in respect of the Sellers, all matters which the Sellers actually knew or which should have been known by the Sellers after appropriate and diligent inquiry of all relevant management personnel of the Companies and any Subsidiary as to the accuracy and completeness of such representation and warranty. Closing and Closing Date: have the meanings set out in Article III.
Sample 1
Best Knowledge of the Sellers or similar expressions shall mean the actual knowledge of the Sellers and of the members of the boards of directors (Verwaltungsrat) of each of HMT Holding and HMT (as registered in the commercial register on the Signing Date) which such board of directors obtained as of the Closing Date, in relation to the Sellers' Representations and Warranties contained in Section 6.1 above.
Sample 1
Best Knowledge of the Sellers means the actual knowledge of each of the Sellers as well as the knowledge such Persons should have had after due and careful inquiry of records and with Xx. Xxxxxx Xxxx (COO), Xx Xxxxxxx Xxxxxxx (CFO), Mr Xxxxxx Xxxxxxx-Xxxxxxxxxxx and Xx Xxxxxxx Xxxxxxx, based on the (x) specific representations and warranties given by the Sellers under this Agreement and (y) the specific questions/requests posed/made by the Purchasers and their advisors in writing during the Due Diligence, in each case as on the Signing Date;
Sample 1
Best Knowledge of the Sellers and similar phrases are limited to the actual knowledge of the individual Sellers and means that no such individual has actual knowledge of any state of facts which is different from the facts described in this Agreement or the schedules, after due inquiry and investigation.
Sample 1
Best Knowledge of the Sellers means the actual or constructive knowledge, with respect to ISSUK, of Xxxxx Xxxx-Xxxxxx Xxxx; with respect to ISSGR, of Xxxxx Xxxxxx; with respect to ISSUS, of Xx Xxxxxx; and with respect to ISSI, ISSLP, ISSFD, and ISSP, of either of the Partners; PROVIDED, HOWEVER, that neither of Xxxxx Xxxx-Xxxxxx Xxxx, Xxxxx Xxxxxx, or Xx Xxxxxx shall be required to make any inquiry of any employee of ISSUK, ISSGR, or ISSUS expressly for purposes of confirming the accuracy of any representation or warranty set forth herein.
Sample 1

Related to Best Knowledge of the Sellers

  • Knowledge of the Sellers means the knowledge of Xxxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxx or Xxx Xxxx, in each case after reasonable inquiry and diligence and taking into account the respective duties and responsibilities of each.

  • Knowledge of the Seller means the actual knowledge of (i) the chairman of the board of directors of the Seller, (ii) the chief executive officer of the Seller or (iii) the chief financial officer of the Seller, in each case, as such positions are held as of the date hereof, in their capacity as office holders of the Seller.

  • 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.

  • Knowledge of the Buyer means the actual knowledge of the persons listed on Schedule 1.01 under the heading “Knowledge of the Buyer”.

  • Purchaser’s Knowledge or “Knowledge of the Purchaser” means the actual knowledge of Xxxxxx X’Xxxxx.

  • Knowledge of Sellers means the actual knowledge of Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxx.

  • Knowledge of the Company means the actual knowledge of the individuals identified on Section 8.11(i) of the Company Disclosure Letter.

  • Buyer’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx or Xxxxxxx Xxxxx.

  • Knowledge of Seller means the actual knowledge of Xxxx Xxxxxxxxx and Xxxx Xxxxxxx.

  • Parent’s Knowledge means the actual knowledge of those individuals identified in Section 1.1(b) of the Parent Disclosure Schedule.

  • Seller’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx.

  • to Seller’s knowledge or “Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge solely of Xxxx Xxxxxxx, Vice President, Leasing, and Xxxxxxxx Xxxxxxx, Senior Director of Property Management and regional property manager for this Property, without any independent investigation or inquiry whatsoever.

  • Knowledge of Purchaser means the actual knowledge, after reasonable inquiry of their respective direct reports, of the Persons listed on Section 1.1(a) of the Purchaser Disclosure Schedule.

  • Knowledge of Seller or Seller’s Knowledge or any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of Seller, after due inquiry.

  • Knowledge of Buyer Means the actual knowledge of Xxxxxxx Xxxxxx.

  • Knowledge of Parent means the actual knowledge of the individuals listed on Section 1.1(a) of the Parent Disclosure Letter.

  • Company’s Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 0000 Xxx) of the Company, after due inquiry.

  • to the best knowledge of means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

  • to the Company’s knowledge means the actual knowledge after reasonable investigation of the Company’s officers and directors.

  • Borrower’s Knowledge or “Knowledge of the Borrower” means the actual knowledge of any person holding any of the following offices as of the date of determination: (a) President, Chief Executive Officer, any Executive Vice President, Chief Financial Officer, General Counsel, Secretary, Vice President-Human Resources, and Environmental Engineer, and any successor to those offices, such persons being the principal persons employed by the Borrower ultimately responsible for environmental operations and compliance, ERISA and legal matters relating to the Borrower or (b) the Treasurer or any other person having the primary responsibility for the day-to-day administration of, and dealings with the Administrative Agent and the Lenders in connection with, this Agreement.

  • Knowledge means actual knowledge after reasonable investigation.

  • Threatened means a claim, Proceeding, dispute, action or other matter for which any demand or statement has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred or any other circumstances exist, that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action or other matter is likely to be asserted, commenced, taken or otherwise pursued in the future.

  • Investigations The Xxxxxxx, when requested by one or a number of employees whom he/she represents, may investigate the basis for any dispute arising under this Agreement and may, at any stage, assist the employee(s) in seeking resolution of such dispute through the grievance procedure provided herein. A representative of the Union may substitute in place of the Xxxxxxx.

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Contractor must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Contract or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Contractor’s financial condition.

  • to the knowledge or "knowledge" of a party (or similar phrases) means to the extent of matters which are actually known by such party and when used in respect of the Company or the Company Subsidiary, the term "to the knowledge" or "knowledge" shall mean the matters which are known or reasonably should be known by Guy Fietz, or Gordon Ellison after due inquiry.

  • Pending means that a prosecuting attorney is either actively investigating the factual basis of the alleged criminal conduct, is preparing to seek or is seeking an accusatory instrument, has obtained an accusatory instrument and is proceeding to trial or is in trial or in the process of negotiating a plea. [1974 c.72 §13; 1989 c.807 §1; 1991 c.272 §1; 1991 c.770 §1a; 1993 c.743 §18; 1999 c.849 §§51,52; 1999 c.850 §1; 2003 c.75 §30; 2007 c.865 §23; 2009 c.163 §2]