Knowledge of Seller definition

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.

Knowledge of Seller or “Seller’s Knowledge” means the actual knowledge of any of the principals of the Seller.

Knowledge of Seller means the knowledge of any executive officer or director of Seller. For purposes of this Agreement, any such individual shall be deemed to have knowledge of a particular fact or other matter if such individual (i) is actually aware of such fact or other matter, (ii) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter after reasonable investigation or (iii) would have discovered such fact in the normal course of his or her duties. “Known to Seller” has the correlative meaning.

Examples of Knowledge of Seller in a sentence

• To the Knowledge of Seller, no event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any such Permit.

• To the Knowledge of Seller, there are no licenses or sublicenses entered into by Vertical or any other Person (or any predecessor or Affiliate thereof) in respect of the Product, the Sale Agreement, or the Marketing Agreement.

• To the Knowledge of Seller, there is and has been no material breach of any provision of the Sale Agreement or the Marketing Agreement by Vertical, and, to the Knowledge of Seller, no event has occurred that, upon notice or the passage of time, or both, would reasonably be expected to give rise to any such material breach by Vertical.

• To the Knowledge of Seller, no event has occurred that upon notice or the passage of time, or both, would reasonably be expected to give Seller or Vertical the right to terminate, or delay any of its obligations under, the Sale Agreement or the Marketing Agreement, or cease or delay paying the Receivables.

• There is no inquiry or investigation pending or, to the Knowledge of Seller, threatened by or before a Governmental Authority against or affecting the Business, any Product, any Program, or any of the Transferred Assets (including any inquiry as to the qualification of Seller or any of its Subsidiaries to hold or receive any license, permit, or other Regulatory Approval related to the Business, any Product, any Program, or any of the Transferred Assets).

More Definitions of Knowledge of Seller

Knowledge of Seller or “Seller’s Knowledge” or any other similar knowledge qualification, means the actual or constructive knowledge of each of Jxxxxx Xxx, Kxxxx Xxxxxxx, Nxxx Xxxxxxx, Bxxxx Xxxxxx, and Bxxxx Xxxxxx, after due inquiry.

Knowledge of Seller means the actual knowledge, after reasonable inquiry, of the individuals set forth in Section 1.1(a) of the Disclosure Schedules.

Knowledge of Seller means the actual knowledge of any of the individuals listed on Section 1.01(c) of the Disclosure Schedules, in each case, after due inquiry of such named individual’s files and records and of those employees of Seller who are such named individuals’ direct reports.

Knowledge of Seller means the actual knowledge of each Person identified on Schedule 1.1(a).

Knowledge of Seller. “Seller’s knowledge” or any other similar knowledge qualification in this Agreement means to the actual knowledge of the Persons set forth in Schedule 1.01(d).

Knowledge of Seller shall have the meaning set forth in Section 1.4.

Knowledge of Seller means the actual knowledge of those Persons identified on Seller Schedule 1.1(b) after due and appropriate inquiry by the foregoing persons of those persons within Seller’s organization or who have been retained by, or have continued to provide services to, Seller in connection with the transactions contemplated by this Agreement who are, in the reasonable judgment of such foregoing persons, in a position to be most familiar with the applicable subject matter.