Knowledge of such Seller definition

Knowledge of such Seller means with respect to a Seller, the actual knowledge, after due inquiry, as of the Effective Date and each Purchase Date, of one or more of the following persons holding the following titles at such Seller: Xxxx Xxxxxxxxxxx (Chief Executive Officer and President), Xxxxxxx Xxxxxxx (Chief Operating Officer), Xxxx Xxxxxxx (Vice President of Finance), and Xxx Xxxxx (General Counsel); provided, however, that for matters relating to a Host Customer, “Knowledge” shall be limited to the representations and warranties made by such Host Customer in Customer Agreements without such Seller undertaking further inquiry or due diligence, unless any one of the persons described above has actual knowledge that a representation or warranty is untrue.

Knowledge of such Seller or “Seller’s Knowledge” means, with respect to a Seller, the knowledge of such Seller as to the existence or absence of facts or circumstances that are the subject of such representations and warranties after consultation with and due inquiry of all Persons who would reasonably be expected to have knowledge or information with respect to the matter in question.

Knowledge of such Seller mean, with respect to the Sellers or with respect to such Seller, the actual knowledge, after reasonable inquiry, of the individuals set forth on Schedule 1.1(a).

Examples of Knowledge of such Seller in a sentence

• There is no Action pending or, to the Knowledge of such Seller, threatened, nor any Order is outstanding, against or involving such Seller, whether at law or in equity, before or by any Governmental Authority, which would reasonably be expected to materially and adversely affect the ability of such Seller to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Ancillary Documents to which such Seller is or is required to be a party.

• Except as set forth on Schedule 3.16, there are no Proceedings pending or, to the Knowledge of such Seller, threatened against such Seller which relate to or could affect the operations or financial results of its Restaurants and, to the Knowledge of such Seller, there is no Basis for any of the foregoing.

• Within five (5) Business Days after a breach or default by a Seller or any of its Affiliates, or after acquiring Knowledge of such Seller of a breach or default of any other Person, under any subcontract relating to one or more Purchased Systems, such Seller shall provide Purchaser written notice of such breach or default.

• There is no Action pending or, to the Knowledge of such Seller, threatened, and to the Knowledge of such Seller no governmental investigation pending or threatened against or by such Seller, and to the Knowledge of such Seller, no Orders have been issued against such Seller, which in each case, individually or in the aggregate, would reasonably be expected to impair such Seller’s ability to consummate the Contemplated Transactions.

• To the Knowledge of such Seller, there are no pending or threatened claims, actions, judicial or other adversary proceedings, disputes or disagreements concerning any item of such intellectual property that would adversely affect in a material manner such Projects taken as a whole or such Seller.

More Definitions of Knowledge of such Seller

Knowledge of such Seller means, with respect to (a) Panadero LP, the actual knowledge (and not imputed or constructive knowledge) of Xxxx Xxxxxxxx, (b) Blue Water, the actual knowledge (and not imputed or constructive knowledge) of Xxxxxxx Xxxxxxxxx, (c) Xxxxx Aggregates, the actual knowledge (and not imputed or constructive knowledge) of Xxxxxx X. Xxxxx XX, and (d) all other Sellers, the actual knowledge (and not imputed or constructive knowledge) of such Seller, in each case, without any duty of inquiry or investigation.

Knowledge of such Seller shall have the meaning set forth in Section 1.3(c).

Knowledge of such Seller or any similar phrase means, if the referenced Seller is a natural person, the actual knowledge of the referenced Seller and, if the referenced Seller is a legal entity, the actual knowledge of the Person set forth next to the name of the referenced Seller in Section 1.01 of the Sellers Disclosure Schedule or the knowledge that a reasonable person in a like position of such Person would reasonably be expected to have.

Knowledge of such Seller or "Known to such Seller" shall mean to the best of the knowledge and belief of such Seller after having made reasonable inquiries.

Knowledge of such Seller means, with respect to (a) Panadero LP, the actual knowledge (and not imputed or constructive knowledge) of John Werwaiss, (b) Blue Water, the actual knowledge (and not imputed or constructive knowledge) of William Whitridge, (c) Baker Aggregates, the actual knowledge (and not imputed or constructive knowledge) of Edward L. Baker II, and (d) all other Sellers, the actual knowledge (and not imputed or constructive knowledge) of such Seller, in each case, without any duty of inquiry or investigation.

Knowledge of such Seller or “Sellers’ Knowledge” or “Known by Sellers” as to the Republic Parties means the actual knowledge of the individuals set forth on Schedule 1.1(d) after making due and appropriate inquiry with all personnel directly reporting to them; and as to the TE Parties means the actual knowledge of the individuals set forth on Schedule 1.1(e) after making due and appropriate inquiry with all personnel directly reporting to them.

Knowledge of such Seller or any similar phrase means, if the referenced Seller is a natural person, the actual knowledge of the referenced Seller and, if the referenced Seller is a legal entity, the actual knowledge of the Person set forth next to the name of the referenced Seller in Section 1.01(a) of the Sellers Disclosure Schedule.