Knowledge of HoldCo definition

Knowledge of HoldCo or “HoldCo’s Knowledge” shall mean the actual knowledge of the individuals listed on Schedule 1.1(b), after reasonable inquiry.
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Knowledge of HoldCo or “to HoldCo’s Knowledge” (or similar phrases used in this Agreement) means, with respect to any of the Companies, the actual knowledge of Xxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxx, or any of their direct reports, in each case after due inquiry. For all purposes of this Agreement, including without limitation any reference to receipt of notice in any representation or warranty in this Agreement, any demand, notice, instrument or other communication delivered to or received by Silver Slipper Gaming, LLC, a California limited liability company, in its capacity as “Operator” pursuant to the Casino Management Agreement shall likewise constitute a demand, notice, instrument or other communication delivered to or received by the Companies; and any reference to any demand, notice, instrument or other communication delivered to or received by any of the Companies shall include any demand, notice, instrument or other communication delivered to or received by Silver Slipper Gaming, LLC, a California limited liability company, in its capacity as “Operator” pursuant to the Casino Management Agreement.
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Knowledge of HoldCo means the actual knowledge, of the individuals listed on Section 1.1(a) of the Holdco Disclosure Letter.
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Examples of Knowledge of HoldCo in a sentence

  • Except as contemplated by this Agreement, including the Restructuring, or as set forth on Schedule 4.19, to the Knowledge of HoldCo, since December 31, 2015 through the date of this Agreement, (a) the business of the Entities, taken as a whole, has been conducted in all material respects in the Ordinary Course of Business and (b) there has not occurred any change in the business of the Entities, taken as a whole, that, individually or in the aggregate, has had a Material Adverse Effect.

  • The goal is to improve the care and quality of life for those living with chronic conditions.

  • HoldCo and its Affiliates have received no written notification concerning, and, to the Knowledge of HoldCo, there are no material violations that are in existence with respect to, such Governmental Approvals.

  • No Proceeding is pending or, to the Knowledge of HoldCo, threatened with respect to the revocation or limitation of any of such Governmental Approvals.

  • Except for the litigation and Claims identified on Schedule 4.7, there is no material written Claim, investigation or examination pending, or to the Knowledge of HoldCo, threatened, against or affecting the Entities (or their respective Assets) before or by any Third Person.

  • To the Knowledge of HoldCo, no Person 24 is infringing any of the Intellectual Property owned by or exclusively licensed to the Companies.

  • The Customer Database (i) has, at all times, been maintained in the exclusive possession, dominion and control of the Companies and their Representatives, (ii) has been reasonably safeguarded to prevent disclosure to any Person other than the Companies and their Representatives, (iii) to the Knowledge of HoldCo, has not been furnished to, purchased by, licensed to, possessed by, directly or indirectly, any Person other than the Companies and their Representatives.

  • Schedule 2.14 sets forth a description of all Legal Proceedings and Claims pending or, to the Knowledge of HoldCo, threatened against any Company.

  • There are no claims, adjustments or deficiencies for any Taxes that have been proposed, asserted or assessed against the Companies that are still pending and, to the Knowledge of HoldCo, no actions are threatened by any Taxing Authority.

  • None of the Company Benefit Plans is the subject of an audit or investigation by the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state Governmental Authority, nor is any such audit or investigation pending or, to the Knowledge of HoldCo, threatened.

Related to Knowledge of HoldCo

  • Knowledge of Parent means the actual knowledge of the individuals identified on Section 8.11 of the Parent Disclosure Letter.

  • Knowledge of the Company means the knowledge, after reasonable inquiry, of Xxxxxxx X. Xxxxxx, Xx., Xxxx X. Xxxxxx, Xxxxxxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx and Xxxx Xxxxx.

  • Knowledge of the Buyer means, as to a particular matter, the actual knowledge, after reasonable inquiry, of the following persons at the Buyer: Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxx, X.X. Xxxxxxx, and Xxxx Xxxxx.

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

  • Knowledge of the Sellers means the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Xxxxxx XxXxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx.

  • 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.

  • Knowledge of Seller means the actual knowledge after reasonable inquiry of Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx and B. Xxxxxx Xxxxx III.

  • Parent’s Knowledge means the actual knowledge of the individuals set forth in Section 1.1(d) of the Disclosure Schedule.

  • Knowledge of Sellers means the actual knowledge of the individuals listed on Section 1.1D of the Sellers’ Disclosure Schedule as to the matters represented and as of the date the representation is made.

  • Knowledge of Purchaser means the actual knowledge (after due inquiry) of the persons identified in Section 11.06(b) of the Purchaser Disclosure Schedule.

  • 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.

  • 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 means actual knowledge after reasonable investigation.

  • the Company’s knowledge as used herein shall mean the actual knowledge of Xxxx Xxxxxxx, Xxxx XxXxxxxx and Xxxxx Xxxxxxxxx.

  • Buyer’s Knowledge means the actual knowledge of Buyer.

  • 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.

  • Purchaser’s Knowledge means the actual knowledge, without inquiry, of Mxxxxx Xxxxx or Gxxxxx Xxxxxxx.

  • Seller’s Knowledge means the actual knowledge of Xxx X. X’Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Gai, Xxxxxx Xxx, Xxxx Radar or Xxx Xxxxxxx after reasonable inquiry.

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

  • Material Permit shall have the meaning ascribed to such term in Section 3.1(n).

  • 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.

  • 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).

  • 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.

  • 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]

  • 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.

  • Adverse Effect has the meaning assigned to such term in Section 2.1.5;