Knowledge of SFX definition

Knowledge of SFX or “SFX’s Knowledge” has the meaning ascribed to it in Article 4.
Sample 1Sample 2Sample 3
Knowledge of SFX or “SFX’s Knowledge” means Parent’s actual knowledge after reasonable inquiry of Parent’s directors and executive officers (within the meaning of Rule 405 under the Securities Act) of the surrounding circumstances.
Sample 1Sample 2

Examples of Knowledge of SFX in a sentence

  • There is no outstanding claim, audit or other examination or proceeding with respect to Taxes with respect to any Acquiring Party and, to the Knowledge of SFX, no such claim, audit, examination or proceeding is threatened.

  • No Acquiring Party is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by any Acquiring Party and, to the Knowledge of SFX, there are no activities or proceedings of any labor union to organize any such employees.

  • There are no actions that have been brought by or against or before any Governmental Authority or any other Person pending or, to the Knowledge of SFX, threatened with respect to any Acquiring Party or any of their respective properties or officers or directors (in their capacities as such).

  • Buyer shall defend, indemnify and hold harmless Seller from and against any liability, damages, causes of action, expenses, and attorneys' fees incurred by Seller by reason of the failure of Buyer to fulfill, perform, discharge, and observe the obligations assumed by it under this instrument with respect to the Accepted Service Contracts first arising or accruing from and after the Closing Date.

  • Notwithstanding anything to the contrary contained in this Agreement: Acquiring Parties hereby agree that to the extent any representation or warranty of Transferor made herein prior to Closing is, to the Knowledge of SFX, untrue or incorrect, then if Acquiring Parties elect to close, the Acquiring Parties will have no rights under this Agreement by reason of such untruth or inaccuracy.

  • There are no material Actions that have been brought by or against or before any Governmental Authority or any other Person pending or, to the Knowledge of SFX, threatened with respect to any Acquiring Party or any of their respective properties or officers or directors (in their capacities as such).

  • For that reason, ACTIAM has set the target to achieve net-zero greenhouse gas emissions across all assets under management by 2050 in order to limit global warming to 1.5 degrees.

Related to Knowledge of SFX

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

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

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

  • 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 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 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 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.

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

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

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

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

  • 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.

  • 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).

  • 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.

  • 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.

  • 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]

  • 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).

  • 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.

  • Material Litigation is defined in Section 6.7.