Knowledge of the Sellers definition

Knowledge of the Sellers means (1) the actual knowledge, or knowledge that would be obtained after a reasonable inquiry, of (a) X. Xxxxxxxxx X. Xxxxxxx, Xx., Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxx Xxxxxx and Xxxxx Xxxx, (b) only with respect to the representations set forth in Sections 3.13 (Employment Matters) and 3.14 (Employee Benefits Matters), Xxxxxxx Xxxxxx and Xxxxxxx Xxx Xxxx, (c) only with respect to the representations set forth in Section 3.10 (Real Property), Xxxxxxx Xxxxx, (d) only with respect to the representations set forth in Section 3.22 (Tax Matters), Xxxxxxx Xxxxxx, and (e) only with respect to the representations set forth in Section 3.11 (Environmental Matters), Xxxxx Xxxxx, together in each case with any individuals who succeed to the positions held by the foregoing individuals between the date of this Agreement and the Closing Date, (2) the actual knowledge (without any inquiry) of Xxxxx Xxxxx as of June 20, 2014, and (3) the actual knowledge (without any inquiry) of Xxxxx Still as of September 19, 2014.

Knowledge of the Sellers. (or “the Sellers’ Knowledge”) shall mean the actual knowledge of the officers of the Sellers listed on Schedule 13.1, after reasonable inquiry.

Knowledge of the Sellers means the actual knowledge of any of the individuals whose names are set forth on Annex 1.1(e) hereto after due inquiry.

Examples of Knowledge of the Sellers in a sentence

• There are no claims, actions, suits or proceedings or arbitrations (collectively “Actions”), either administrative or judicial, pending, or, to the Knowledge of the Sellers, overtly threatened against or affecting the Company, or the Company’s ability to consummate the transactions contemplated herein, at law or in equity or otherwise, before or by any court or governmental agency or body, domestic or foreign, or before an arbitrator of any kind.

• Except as set forth on Schedule 5.8(c), to the Knowledge of the Sellers, the Sellers own the right, title and interest in, or have licenses or all other rights necessary to use all material Intellectual Property free and clear of all liens other than Permitted Exceptions and Intellectual Property Licenses.

• Except as disclosed on Section 4.7 of the Disclosure Schedule, there are no Legal Proceedings pending or, to Knowledge of the Sellers, threatened in writing against or otherwise relating to the Company or its Subsidiaries that (a) challenges or seeks to enjoin, alter or materially delay the transactions contemplated by this Agreement or (b) would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

• Except as set forth in Section 4.5 of the Disclosure Letter, there are no Actions pending or, to the Knowledge of the Sellers or the Company, threatened, against the Company or the MAA Business; and to the Knowledge of the Sellers or the Company, no Orders have been issued against the Company or the MAA Business.

• Except as set forth on Section 3.4 of the Disclosure Schedule, there are no Legal Proceedings pending or, to the Knowledge of the Sellers, threatened against or otherwise relating to such Seller, that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to perform its obligations hereunder.

More Definitions of Knowledge of the Sellers

Knowledge of the Sellers or the “Sellers’ Knowledge” means the actual knowledge of any of the individuals identified in Section 10.2 of the Seller Disclosure Letter.

Knowledge of the Sellers or any similar derivation means all facts actually known by any Person listed on Schedule 1.1-D on the date hereof following due inquiry and diligence with respect to the matters at hand.

Knowledge of the Sellers means, with respect to each Seller, as applicable, the knowledge of the officers of such Seller and/or any of its Subsidiaries, as applicable, relating to a particular matter without any obligation to inquire or otherwise investigate relating to a particular matter; provided, however, that a person charged with responsibility for the aspect of the business relevant or related to the matter at issue shall be deemed to have knowledge of a particular matter to the extent that such person’s failure to have knowledge of such matter would constitute negligence in the context of his or her duties and responsibilities in the ordinary course of business.

Knowledge of the Sellers means any matter, fact, or thing that is, as of the date hereof or the Closing Date, actually known or would reasonably be expected to be known to the Sellers after due inquiry and reasonable investigation.

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

Knowledge of the Sellers means the actual knowledge without inquiry of the individuals listed on Schedule 1.1(b) and (ii) with respect to NSK Torrington Company, Ltd., "Knowledge of the Sellers" shall mean the actual knowledge (after reasonable inquiry) of the individuals listed on Schedule 1.1(b).

Knowledge of the Sellers or other similar phrases shall mean the Knowledge of any of the Sellers and the actual knowledge of any other executive officer of the Subject Company.