Best Knowledge of Sellers definition

Best Knowledge of Sellers means the current actual knowledge of Sellers, after due inquiry of the Manager.
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Best Knowledge of Sellers means, with respect to any matter in question, knowledge of any of the directors or officers of Sellers or Sellers' onsite management or knowledge that would have been disclosed through reasonable diligence.
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Best Knowledge of Sellers. OR "SELLERS' BEST KNOWLEDGE" means actual knowledge of any individual listed on SCHEDULE 1.4;
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Examples of Best Knowledge of Sellers in a sentence

  • No pending or, to the Best Knowledge of Sellers, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan of the Acquired Companies, other than normal benefit claims filed by participants or beneficiaries.

  • Except as set forth in Section ------- 3.19 of the Disclosure Schedule, since November 13, 1998, no single customer or ---- group of affiliated customers contributing more than $250 per month to the gross revenues of the Business has stopped doing business with the Company or Xxxxxxx, and to the Best Knowledge of Sellers and the Company Principals, no such customer has an intention to discontinue doing business or reduce the level of gross revenues from that in fiscal year 1997 with the Company or Xxxxxxx.

  • No claim has been asserted against either Acquired Company that (i) relates to the validity or enforcement of any patent, trademark, copyright or trade secret infringement, (ii) relates to the ownership of or right to use any Proprietary Right or (iii) challenges or questions the validity or effectiveness of any license or agreement that constitutes a part of any Proprietary Right, and to the Best Knowledge of Sellers, there is no valid basis for any such claim.

  • To the Best Knowledge of Sellers, each Acquired Company maintains its books, records and accounts in accordance with good business practice and in sufficient detail to reflect accurately and fairly the transactions and the condition of its business.

  • To the Best Knowledge of Sellers, the Acquired Companies have the right to use the Proprietary Rights without infringing or violating the rights of any third parties.

  • The Financial Statements (i) are true, correct and complete, (ii) are in accordance with the Business Records, (iii) to the Best Knowledge of Sellers or the Company Principals, have been prepared in a manner that is not materially different from GAAP, and (iv) fairly present the financial condition and results of operations of the Company as of the respective dates thereof and for the periods covered thereby.

  • To the Best Knowledge of Sellers, the Acquired Companies either own or possess adequate licenses or other rights, if any, for all patents, trademarks, service marks and copyrights, if any, necessary to conduct their respective businesses, without conflict with the rights of others.

  • There are no Actions or Proceedings pending or, to the ---------- Best Knowledge of Sellers or the Company Principals, threatened or anticipated against, relating to or affecting (i) either Seller, the Purchased Assets or the Business or (ii) the transactions contemplated by this Agreement, and there is no basis for any such Action or Proceeding.

  • Except as disclosed in Section 3.6 of the ----------- Seller Disclosure Schedule, there is currently no investigation or review by a Governmental Entity with respect to any Seller Party pending or, to the Best Knowledge of Sellers, threatened, nor has any Governmental Entity notified any Seller Party of its intention to conduct the same.

  • No loss or expiration of any Permit is pending or, to the Best Knowledge of Sellers, threatened, other than expiration in accordance with the terms thereof.


More Definitions of Best Knowledge of Sellers

Best Knowledge of Sellers means the actual knowledge of any general partner of Trirock or any officer of PIC, after reasonable inquiry, provided that the knowledge of any limited partner of Trirock shall not in and of itself be deemed to be the actual knowledge of any general partner of Trirock.
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Best Knowledge of Sellers means the actual knowledge of Xxxxxxx X. X'Xxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxx, Xxxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx, Xx., Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx, Xxx Xxxxxx and Xxxxxx Xxxxxxxxx, in each case after making due inquiry.
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Best Knowledge of Sellers means any fact or circumstance that has come to ------------------------- the attention of Jxxx Xxxx, Lxxxxx Xxxxxxxx, Mxxx Xxxxxx, Dxxxxx Xxxxx and Sxxxx Xxxxx. The parties hereto agree that this definition does not make any of the aforementioned individuals subject to any personal liability pursuant to this Agreement.
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Related to Best Knowledge of Sellers

  • Knowledge of Sellers means the actual knowledge of the individuals listed on Section 1.1D of the Sellers’ Disclosure Schedule as to the matters represented and as of the date the representation is made.

  • Knowledge of Seller means the actual knowledge after reasonable inquiry of Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx and B. Xxxxxx Xxxxx III.

  • Seller’s Knowledge means the actual knowledge of Xxx X. X’Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Gai, Xxxxxx Xxx, Xxxx Radar or Xxx Xxxxxxx after reasonable inquiry.

  • 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.

  • 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.

  • Buyer’s Knowledge means the actual knowledge of Buyer.

  • Purchaser’s Knowledge means the actual knowledge, without inquiry, of Mxxxxx Xxxxx or Gxxxxx Xxxxxxx.

  • 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 the Buyer means, as to a particular matter, the actual knowledge, after reasonable inquiry, of the following persons at the Buyer: Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxx, X.X. Xxxxxxx, and Xxxx Xxxxx.

  • Knowledge of the Sellers means the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Xxxxxx XxXxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx.

  • Knowledge of Purchaser means the actual knowledge (after due inquiry) of the persons identified in Section 11.06(b) of the Purchaser Disclosure Schedule.

  • Knowledge of Buyer Means the actual knowledge of Xxxxxxx Xxxxxx.

  • Parent’s Knowledge means the actual knowledge of the individuals set forth in Section 1.1(d) of the Disclosure Schedule.

  • Knowledge of Parent means the actual knowledge of the individuals identified on Section 8.11 of the Parent Disclosure Letter.

  • 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.

  • 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 Company means the knowledge, after reasonable inquiry, of Xxxxxxx X. Xxxxxx, Xx., Xxxx X. Xxxxxx, Xxxxxxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx and Xxxx Xxxxx.

  • the Company’s knowledge as used herein shall mean the actual knowledge of Xxxx Xxxxxxx, Xxxx XxXxxxxx and Xxxxx Xxxxxxxxx.

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

  • 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).

  • 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.

  • Knowledge means actual knowledge after reasonable investigation.

  • 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.

  • to the knowledge or "knowledge" of a party (or similar phrases) means to the extent of matters which are actually known by such party and when used in respect of the Company or the Company Subsidiary, the term "to the knowledge" or "knowledge" shall mean the matters which are known or reasonably should be known by Guy Fietz, or Gordon Ellison after due inquiry.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • 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.