Knowledge of Parent and Seller definition

Knowledge of Parent and Seller means the knowledge after due inquiry, of any person listed in Section 9.1 of the Disclosure Schedule of Parent, Seller and the Company, respectively.
Sample 1Sample 2
Knowledge of Parent and Seller or any other similar knowledge qualification in this Agreement means that (1) any director or officer of the Company or any Subsidiary, (2) any employee of the Company or any Subsidiary who is listed on Appendix 1.01(b), (3) any officer of Parent or Seller who is reported to directly by any officer or employee of the Company or any Subsidiary, or (4) the Chief Financial Officer, the General Counsel or the Vice President Treasury, Mergers and Acquisitions of Parent is actually aware of a fact or other matter.
Sample 1
Knowledge of Parent and Seller concerning a particular subject, area or aspect of the Assets or business or affairs of Parent and Seller shall mean the actual knowledge (and any knowledge that they would reasonably expect to acquire following review of relevant reasonably available business files and inquiry of any personnel of Seller having primary responsibility for such matters) of each of the following officers and employees of Parent and Seller: Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxx, Xxxx Xxxx, Xxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxx Xx., Xxxxxx Xxxxx and, solely with respect to Section 3.29 hereof, Xxxxxxx Xxxxx, Xxxx Xxxx, Xxxx Xxx and Xxxx Xxxxxx.
Sample 1

Examples of Knowledge of Parent and Seller in a sentence

  • To the Knowledge of Parent and Seller, there is not (i) any claim of adverse possession or prescriptive rights involving any of the Real Property, (ii) any structure located on any Real Property which encroaches on or over the boundaries of neighboring or adjacent properties or (iii) any structure of any other party which encroaches on or over the boundaries of any such Real Property.

  • To the Knowledge of Parent and Seller, no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Real Property from and to the existing highways and roads and there is no pending or, to the Knowledge of Parent or Seller, threatened restriction or denial, governmental or otherwise, upon such ingress and egress.

  • Short explanations of the obligations under each are given below.

  • To the Knowledge of Parent and Seller, encumbrances, easements or rights of way which are not of record, if any, would not have a Material Adverse Effect.

  • To the Knowledge of Parent and Seller, each Subsidiary has the corporate power and authority to conduct the business in which it is engaged and to own and use the properties owned and used by it.

  • To the Knowledge of Parent and Seller, no key employee or independent contractor has informed Parent of any plans to terminate their employment with Seller or its Subsidiaries, including as a result of the transactions contemplated by this Agreement.

  • To the Knowledge of Parent and Seller, no public improvements have been commenced and none are planned which in either case may result in special assessments or otherwise would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • To the Knowledge of Parent and Seller, there are no liabilities for product returns other than those arising in the ordinary course of the Business consistent with past practice.

  • To the Knowledge of Parent and Seller, all persons employed by Seller and its Subsidiaries are employees at will or otherwise are employed such that Seller and its Subsidiaries may terminate their employment at any time, with or without cause, without giving rise to any Material liability of Seller and its Subsidiaries for breach of contract.

  • Except as set forth on Section 3.18 of the Disclosure Schedule, as of the date hereof, to the Knowledge of Parent and Seller, there is no infringement or misappropriation of, or other conflict with, any Company Intellectual Property by any other Person.

Related to Knowledge of Parent and Seller

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

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

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

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

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

  • 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.

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

  • 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 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.

  • 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.

  • 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.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Seller Parent has the meaning set forth in the Preamble.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • 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.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • 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.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.