Knowledge of Xxxxxx definition

Knowledge of Xxxxxx or Xxxxxx’x Knowledge" or any other similar knowledge qualification, means the actual or constructive knowledge of Xxxxx Xxxxx and Xxx Xxxxxxxxx, after reasonable inquiry.
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Knowledge of Xxxxxx means the current actual knowledge of Xxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxx after having conducted a reasonable inquiry.
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Knowledge of Xxxxxx and other similar phrases shall mean the actual knowledge of those persons set forth on Schedule 10(b), each of whom has reviewed this Agreement together with all Schedules, Annexes and attachments.
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Examples of Knowledge of Xxxxxx in a sentence

  • As of the date of this Agreement, there is no Action pending or, to the Knowledge of Xxxxxx, threatened seeking to prevent, hinder, modify, delay or challenge the Transactions.

  • To the Knowledge of Xxxxxx, no state takeover statute other than Section 203 of the DGCL (which has been rendered inapplicable) is applicable to the Merger or the other transactions contemplated hereby.

  • Each Insurance Policy is in full force and effect and shall remain in full force and effect in accordance with its terms immediately following the Closing, is (to the Knowledge of Xxxxxx) provided by a financially solvent carrier and has not been subject to any lapse in coverage.

  • None of the Xxxxxx Entities, or, to the Knowledge of Xxxxxx, any Xxxxxx Shareholder, or any of their respective Affiliates or Persons acting on their behalf has received any written notice or communication from any Person that alleges the potential violation of any Improper Payment Laws or other applicable Law, nor have received a written request for information from any Governmental Authority regarding Improper Payment Laws.

  • Any products sold by any Xxxxxx Entity that were purchased by a Xxxxxx Entity from third parties was, to the Knowledge of Xxxxxx, cultivated, harvested, produced, tested, handled and delivered in accordance with all applicable Law (except for, for the avoidance of doubt, the Federal Cannabis Laws) in all material respects, and were purchased from suppliers duly licensed to cultivate, harvest and produce such products.

  • To the Knowledge of Xxxxxx, no Xxxxxx Entity has suffered a security breach with respect to any of the Xxxxxx Data and there has been no unauthorized or illegal use of or access to any Xxxxxx Data.

  • Except as set forth in Section 4.12 of the Disclosure Schedules: (A) To the Knowledge of Xxxxxx, Xxxxxx owns or possesses sufficient legal rights to all Intellectual Property purported to be owed by Xxxxxx without any conflicts with, or infringement of, the rights of others, and no product or service marketed or sold (or proposed to be marketed or sold) by Xxxxxx violates any license or infringes any intellectual property rights of any other party.

  • Each Xxxxxx Entity complies, and (to the Knowledge of Xxxxxx) has at all times complied, with all Improper Payment Laws.

  • No Xxxxxx Entity has notified, nor (to the Knowledge of Xxxxxx) has been required to notify, any Person of any information security breach involving Personal Data.

  • None of the Xxxxxx Entities or, to the Knowledge of Xxxxxx, any Xxxxxx Shareholder or any officer, director, manager, employee, attorney, accountant, consultant, financial advisor or other agent of any Xxxxxx Entity or any Xxxxxx Shareholder, has employed or retained, directly or indirectly, a Government Official or a family member of a Government Official.


More Definitions of Knowledge of Xxxxxx

Knowledge of Xxxxxx means the actual knowledge of Xxxx XxXxxxxxx, after having made due inquiry.
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Knowledge of Xxxxxx means the knowledge of the Key Employee or Xxxxxx’s CFO or Secretary after due inquiry and reasonable investigation.
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Related to Knowledge of Xxxxxx

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

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

  • 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 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.

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

  • 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.

  • 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 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.

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

  • 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.

  • 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 means actual knowledge after reasonable investigation.

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

  • 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.

  • 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.

  • 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]

  • 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.

  • Investigations The Xxxxxxx, when requested by one or a number of employees whom he/she represents, may investigate the basis for any dispute arising under this Agreement and may, at any stage, assist the employee(s) in seeking resolution of such dispute through the grievance procedure provided herein. A representative of the Union may substitute in place of the Xxxxxxx.