Knowledge of the Parent definition

Knowledge of the Parent means the actual knowledge of any executive officer or member of the Board of Directors of the Parent as listed in Section 3.8 of the Parent Disclosure Schedule.

Knowledge of the Parent means, with respect to a particular fact or other matter, that (i) an individual who is a director or executive officer of the Parent, the Seller, the Company or any Group Member is actually aware of such fact or other matter or (ii) a reasonably prudent individual in the satisfaction of his or her duties as a director or executive officer of the Parent, the Seller, the Company or any Group Member would be reasonably expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonable investigation.

Knowledge of the Parent means the actual knowledge of the directors and executive officers of Parent listed in Section 5.5 of the Parent Disclosure Schedule, in each case without such individual being obligated to conduct any special inquiry or investigation into the affairs or records of the Parent. The directors and executive officers of the Parent listed in Section 5.5 of the Parent Disclosure Schedule shall not be deemed to have knowledge (actual, constructive or otherwise) of any fact, event, condition or occurrence known or deemed to be known by any other Person other than as expressly set forth in the foregoing sentence.

Examples of Knowledge of the Parent in a sentence

• There is no pending or, to the Knowledge of the Parent, threatened Action to which the Parent is subject which would reasonably be expected to have a Material Adverse Effect on the Parent.

• All such insurance policies are in full force and effect, and to the Knowledge of the Parent, the Purchaser and Merger Sub, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies.

• There are no audits, examinations, investigations or other proceedings pending against the Parent in respect of any Tax, and the Parent has not been notified in writing or, to the Knowledge of the Parent, orally of any proposed Tax claims or assessments against the Parent (other than, in each case, claims or assessments for which adequate reserves in the Parent Financials have been established in accordance with GAAP or are immaterial in amount).

• There is no pending or, to the Knowledge of the Parent, the Purchaser or Merger Sub, threatened Action to which such Party is subject which would reasonably be expected to have a Material Adverse Effect on the Parent, the Purchaser or Merger Sub, nor is there any reasonable basis for any such Action to be made.

• Except for the representations and warranties set forth in Sections 5.01, 5.02, and 5.03, to the extent that any of the representations and warranties set forth in this Article V is made with respect to any member of a Company Group that is a Non-Controlled Entity, the representation and warranty is qualified as being given only to the Knowledge of the Parent.

More Definitions of Knowledge of the Parent

Knowledge of the Parent means such facts and other information that as of the date of determination are actually known to the individuals set forth on Section 5.9 of the Parent Disclosure Schedule,

Knowledge of the Parent means the actual knowledge of the officers and directors of the Parent.

Knowledge of the Parent or "Known to the Parent" means the knowledge of any officer or director of the Parent. An officer or director of Parent will be deemed to have Knowledge of a particular fact or other matter if such individual is actually aware of such fact or other matter.

Knowledge of the Parent or “Parent’s Knowledge” means the actual knowledge of the officers of Parent and the officers and directors of Seller.

Knowledge of the Parent means the knowledge of those individuals listed on Section 8.03(a)(xxix) of the Disclosure Schedule.

Knowledge of the Parent shall have the meaning set forth in Section 10.12.

Knowledge of the Parent means the actual knowledge of those individuals listed in Section 11.1(e) of the Parent Disclosure Schedule, after due inquiry.