Knowledge of Xxxxxxx definition

Knowledge of Xxxxxxx means, as to a particular matter, (a) the current actual knowledge of the following people: Xxxx Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxx-Xxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxx Xxxxxxxxxxxxx, Xxx Xxxxxx and Xxxxxxx Xxxxxxxx and (b) the knowledge of any such Person referenced in the immediately preceding clause (a) above after making reasonable inquiry of the Xxxxxxx employee with principal responsibility over the functional area of the Business in question.

Knowledge of Xxxxxxx or a similar phrase shall mean the actual knowledge, after reasonable investigation, of (i) Xxxxx X. Xxxx, (ii) Xxxxx Xxxxxxx, (iii) Xxxx Xxxxxxxxxx, (iv) Xxxxxxxx X. Xxxxxxx and (v) Xxxx Xxxx.

Knowledge of Xxxxxxx means the actual knowledge of Xxxxxxx’x and Xxxxxxx Bank’s President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Lending Officer, or, if no individual is named to any of such positions, the individual or individuals who perform a similar function for Xxxxxxx or Xxxxxxx Bank, as applicable, and includes any facts, matters or circumstances set forth in any written notice or other correspondence from any Governmental Authority or any other written notice received by that Person.

Examples of Knowledge of Xxxxxxx in a sentence

As of the date hereof, the Business has not received any written or, to the Knowledge of Xxxxxxx, oral notice from a Material Client that it has ceased to use the Business’s services, nor has there been any written or, to the Knowledge of Xxxxxxx, oral notice from a Material Client that it intends to cease after the Closing to use such services or to otherwise terminate or materially reduce its relationship with the Business.
Neither the Xxxxxxx Parties nor the Company are in, or, to the Knowledge of Xxxxxxx, alleged to be in, and, to the Knowledge of Xxxxxxx, no other party thereto is in, material breach or material default under any of the Business Agreements.
There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or, to the Knowledge of Xxxxxxx, threatened, against Xxxxxxx.
As of the date hereof, neither the Company nor any Xxxxxxx Party has received any written (or, to the Knowledge of Xxxxxxx, oral) notice of cancellation or termination of any Business Agreement.
There is no action, suit, proceeding, audit, written claim or assessment now in progress, pending, proposed or, to the Knowledge of Xxxxxxx, threatened with respect to Taxes or with respect to any Tax Return of Xxxxxxx with respect to the Company Assets or the Company.
As of the date hereof, the Business has not received any written or, to the Knowledge of Xxxxxxx, oral notice from a Material Supplier that it has ceased to provide goods or services to the Business, nor has there been any written or, to the Knowledge of Xxxxxxx, oral notice from a Material Supplier that it intends to cease after the Closing to provide such goods or services or to otherwise terminate or materially reduce its relationship with the Business.
As of the date hereof, each of the Contracts listed in Section 5.15 of the Disclosure Schedule (collectively, the “Business Agreements”) is in full force and effect and represents a legally valid and binding obligation of the Company or the applicable Xxxxxxx Party thereto and, to the Knowledge of Xxxxxxx, each other party thereto.

More Definitions of Knowledge of Xxxxxxx

Knowledge of Xxxxxxx means the actual knowledge of any of the executive officers of Xxxxxxx or Xxxxxxx LLC listed on Schedule F, after due inquiry.

Knowledge of Xxxxxxx means the actual knowledge of the Chairman of the Board, the President, and the Chief Financial Officer of Xxxxxxx, and the President, the Chief Financial Officer, the Chief Credit Officer and the Chief Lending Officer of Xxxxxxx Bank, or, if no individual is named to any of such positions, the individual or individuals who perform a similar function for Xxxxxxx or Xxxxxxx Bank, as the case may be. Law means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, codes, and rules of common law, in each case as amended to date, and any and all judicial and administrative interpretations thereof, any judicial and administrative orders, decrees, judgments, injunctions and writs, any and all policies and directives (including, without limitation, any directive relating to minimum capital levels) issued by any Regulatory Authorities, and any and all written legally permissible waivers or exceptions granted by any Regulatory Authorities with respect to compliance with any of the foregoing.

Related to Knowledge of Xxxxxxx

Knowledge of Parent means the actual knowledge of the individuals identified on Section 8.11 of the Parent Disclosure Letter.
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 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.
Knowledge of Buyer Means the actual knowledge of Xxxxxxx 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 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 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 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 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.
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).
Buyer’s Knowledge means the actual knowledge of Buyer.
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 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.
Parent’s Knowledge means the actual knowledge of the individuals set forth in Section 1.1(d) of the Disclosure Schedule.
Purchaser’s Knowledge means the actual knowledge, without inquiry, of Mxxxxx Xxxxx or Gxxxxx Xxxxxxx.
the Company’s knowledge as used herein shall mean the actual knowledge of Xxxx Xxxxxxx, Xxxx XxXxxxxx and Xxxxx Xxxxxxxxx.
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.
to the Company’s knowledge means the actual knowledge after reasonable investigation of the Company’s officers and directors.
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.
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.