Common use of Definition of “Knowledge Clause in Contracts

Definition of “Knowledge. For purposes of this Agreement, Seller will be deemed to have “knowledge” of a particular fact or other matter if any individual who is serving, or who has at any time served, as a shareholder, director, officer or trustee of such person (or in any similar capacity) is, or at any time was, actually aware of such fact or other matter or if a reasonable inquiry by such person could reasonably be expected to disclose the existence of such fact or matter.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Miscor Group, Ltd.), Asset Purchase Agreement (Miscor Group, Ltd.), Ssa Asset Purchase Agreement (Miscor Group, Ltd.)

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Definition of “Knowledge. For purposes of this Agreement, Seller will be deemed to have “knowledge” knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a shareholderlimited liability company manager, directorofficer, or partner or officer of Seller or trustee of such person (or in any similar capacity) isits general partner has, or at any time washad, actually aware knowledge of such that fact or other matter or if a reasonable inquiry by such person could reasonably be expected to disclose the existence of such fact or matter.

Appears in 1 contract

Samples: Asset Purchase Agreement (Englobal Corp)

Definition of “Knowledge. For purposes of this Agreement, Seller will be deemed to have “knowledge” as it relates to Seller means the actual knowledge of Shareholder and any knowledge that a particular fact or other matter if any individual who is serving, or who has at any time served, as a shareholder, director, officer or trustee of such reasonably prudent person (or in any similar capacity) issituation should have known, or at any time wasin each case after diligent inquiry, actually aware including review of such fact or other matter or if a reasonable inquiry by such person could reasonably be expected to disclose various representations and warranties contained in this Agreement and in the existence Transaction Documents with appropriate employees of such fact or matterthe Business and/or professional consultants.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bolt Technology Corp)

Definition of “Knowledge. For purposes of this Agreement, Seller will be deemed to have the “best of Seller’s knowledge” and “knowledge” shall mean the facts or matters of which a particular fact Seller’s officer, director or other matter if any individual who shareholder is servingactual aware, or who has at any time served, as a shareholder, director, officer those facts or trustee of matters which such person (or in any similar capacity) is, or at any time was, actually aware of such fact or other matter or if a reasonable inquiry by such person persons could reasonably be expected to disclose the existence of be aware given their respective titles, positions and roles within such fact or matterSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Almost Family Inc)

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Definition of “Knowledge. For purposes of As used in this Agreement, Seller an individual will be deemed to have "knowledge" of a particular fact or other matter if any (a) such individual who is serving, or who has at any time served, as a shareholder, director, officer or trustee of such person (or in any similar capacity) is, or at any time was, actually aware of such fact or other matter matter; or if (b) a reasonable inquiry by such diligent person could reasonably be expected to disclose the existence be aware of such fact or other matter in the course of operating a business of the scope and nature of Seller. Seller will be deemed to have "knowledge" of a particular fact or matter if any of Seller's executive officers has knowledge of such fact or other matter.

Appears in 1 contract

Samples: Asset Purchase Agreement (Manatron Inc)

Definition of “Knowledge. For purposes of this Agreement, Seller will be deemed to have the “best of Seller’s knowledge” and “knowledge” shall mean the facts or matters of a particular fact which Seller’s officer, director or other matter if any individual who shareholder is servingactual aware, or who has at any time served, as a shareholder, director, officer those facts or trustee of matters which such person (or in any similar capacity) is, or at any time was, actually aware of such fact or other matter or if a reasonable inquiry by such person persons could reasonably be expected to disclose the existence of such fact or matter.be aware given their respective titles, positions and roles within Seller. LOULibrary 710692v.4

Appears in 1 contract

Samples: Asset Purchase Agreement (Almost Family Inc)

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