Knowledge of the Officers definition

Knowledge of the Officers means the current actual knowledge of Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx and Xxxx Xxxxxxx. As used in this Agreement, the term “Environmental Law” means any Federal, state or local law, rule, regulation, guideline or other legally enforceable requirement of a governmental authority relating to protection of the environment (including, without limitation, endangered or threatened species) or to environmental conditions which affect human health or safety.
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Examples of Knowledge of the Officers in a sentence

  • To the Knowledge of the Officers, Fibreboard has disclosed or made available to representatives of Buyer all material information in any Acquired Corporation's or Fibreboard's possession regarding all Adverse Consequences, including Liabilities and obligations relating to or arising in connection with Environmental Conditions, which could reasonably be expected to have a material adverse effect on the Value of the Acquired Assets.

  • To the Knowledge of the Officers, there is no liability to any Loan Party arising out of any injury to individuals or Property as a result of the manufacture, sale, delivery, ownership, possession, or use of any goods manufactured or distributed by, or on behalf of, any Loan Party prior to the Closing Date.

  • No investigation or review by any Governmental Authority is pending or, to the Knowledge of the Officers, threatened, nor has any Governmental Authority indicated an intention to conduct the same.

  • Neither any Loan Party nor, to the Knowledge of the Officers, any of its Affiliates is a country, individual, or entity named on the Specifically Designated National and Blocked Persons (SDN) list issued by the OFAC.

  • Except as set forth on Schedule 3.3, as of the Closing Date, there are no suits or proceedings pending or, to the Knowledge of the Officers, threatened, against or affecting any Loan Party, and no proceedings before any Governmental Authority are pending or to the Knowledge of the Officers, threatened, against any Loan Party.

  • Regrettably, current developments very much echo the situation we witnessed during the first half of the year.

  • To the collective Knowledge of the Officers no executive, key employee, or group of employees has any plans to terminate employment with any of the Company and its Subsidiaries.

  • The Company has rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, software, trade secrets and all other Intellectual Property that are material to its business as now conducted (collectively the “Company Intellectual Property Rights”); provided, however, that respect to the Company’s licensing of generally available commercial software, the foregoing representation shall be qualified by the Knowledge of the Officers.

  • All of each Loan Party’s material licenses, permits, franchises, governmental authorizations, registered patents, registered trademarks and service marks, and registered copyrights are in full force and effect, and none of the foregoing are, to the Knowledge of the Officers, in conflict with the rights of others such that it would have a Material Adverse Effect.

  • To the Knowledge of the Officers, none of the parties owing funds to the Company is involved in a bankruptcy or insolvency proceeding or is generally unable to pay its debts as they become due.

Related to Knowledge of the Officers

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

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

  • 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 of Xxxx Xxxxxxxxx and Xxxx Xxxxxxx.

  • Knowledge means actual knowledge after reasonable investigation.

  • 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.

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

  • 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 Buyer Means the actual knowledge of Xxxxxxx Xxxxxx.

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

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

  • 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 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.

  • Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

  • 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 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.

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

  • 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.

  • Senior Managerial Personnel means the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

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

  • best means most effective in achieving a high general level of protection of the environment as a whole.

  • 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.

  • 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]