DEFINITION OF BEST KNOWLEDGE Clause Samples

DEFINITION OF BEST KNOWLEDGE. As used herein, the term "to the best knowledge" of the Company shall mean and include (i) actual knowledge and (ii) that knowledge from which a person of reasonable intelligence (including, in the case of the Company, the officers and directors of the Company) (A) would infer that the fact in question exists, or (B) would govern his conduct upon the assumption that such fact exists. In connection therewith, the knowledge (both actual and constructive) of any director or officer of the Company shall be imputed to be the knowledge of the Company.
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DEFINITION OF BEST KNOWLEDGE. As used in this Agreement, the term "BEST KNOWLEDGE and like phrases shall mean and include (i) actual knowledge and (ii) that knowledge which a prudent business person (including the officers, directors, and key employees of the party in question) could have obtained in the management of his or her business affairs after making due inquiry and exercising due diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of any officer, director, or key employee of any party hereto shall be imputed to be the knowledge of such party.
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DEFINITION OF BEST KNOWLEDGE. In the Sections that follow, First Security, Stockholders, Representatives, and Holding Company make certain representations and warranties that are limited to the "best knowledge" of the person making the representation or warranty. For all purposes of this Agreement whenever a representation or warranty is limited to the "best knowledge" of a person, or by similar language, that limitation shall mean that the maker of the representation or warranty is not actually aware of the falsity of the representation or warranty, and, as to First Security and the Representatives, has also made such reasonable inquiry or investigation regarding the same as a normal business person would make in the ordinary course of business, and shall not imply that extraordinary searches or investigations have been performed in order to confirm the accuracy of the representation or warranty contained in the statement.
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DEFINITION OF BEST KNOWLEDGE. For purposes of this Agreement, the term "to the best knowledge of the Shareholder and the Company" or other term of similar import means that the officers of the Company and the Shareholder, as the case may be, have no actual knowledge that the representation or warranty is untrue in any material respect.
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DEFINITION OF BEST KNOWLEDGE. The Holdings II Primary Individuals are officers or employees of Holdings II or a Holdings II Affiliate, and are the individuals who collectively have primary responsibility for managing the ownership, operation and development of the Property and overseeing the business activities of Holdings II, including but not limited to the supervision, directly or indirectly, of the employees and agents of Holdings II and Holdings II Affiliates with respect to the Property. To Holdings II's best knowledge, no other officer or employee of Holdings II or an Holdings II Affiliate is likely to possess material information or knowledge with respect to the Property which is not also possessed or known by one of the Holdings II Primary Individuals.
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DEFINITION OF BEST KNOWLEDGE. As used herein, the term "to the best knowledge of HTI" shall mean and include (a) actual knowledge of the executive officers of HTI and (b) that knowledge which a prudent businessperson could have obtained in the management of his or her business affairs after making due inquiry and exercising due diligence with respect thereto. In connection therewith, the knowledge of any such executive officer of HTI shall be imputed to be the knowledge of HTI. For purposes of this Agreement, disclosure of any matters in any Schedule shall be deemed disclosure for all purposes.
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DEFINITION OF BEST KNOWLEDGE. For purposes of this Agreement, the term "to the best knowledge of the Shareholders" or other term of similar import means that none of the persons identified on Schedule 5.32 has actual knowledge that the representations or warranties set forth in this Agreement is untrue in any material respect.
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DEFINITION OF BEST KNOWLEDGE. The TrizecHahn Primary Individuals are officers or employees of TrizecHahn or an TrizecHahn Affiliate, and are the individuals who collectively have primary responsibility for managing the ownership, operation and development of the Property and overseeing the business activities of TrizecHahn, including but not limited to the supervision, directly or indirectly, of the employees and agents of TrizecHahn and TrizecHahn Affiliates with respect to the Property. To TrizecHahn's best knowledge, no other officer or employee of TrizecHahn or a TrizecHahn Affiliate is likely to possess material information or knowledge with respect to the Property which is not also possessed or known by one of the TrizecHahn Primary Individuals.
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Related to DEFINITION OF BEST KNOWLEDGE

  • Definition of “Knowledge For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

  • Definition of Company Solely for purposes of this Article 6, the term "Company" also shall include any existing or future subsidiaries of the Company that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company during the periods described herein.

  • Definition of Grievance A grievance shall be defined as any difference arising out of the interpretation, application, administration, or alleged violation of the Collective Agreement.

  • Definition of a Grievance A grievance will be defined as any difference or dispute arising between the parties to this Agreement concerning the interpretation, application, administration, operation, or alleged violation of this Agreement.

  • Interpretation; Knowledge 46 8.4 Counterparts.......................................................................................47 8.5 Entire Agreement; Third Party Beneficiaries........................................................47 8.6 Severability.......................................................................................47 8.7 Other Remedies; Specific Performance...............................................................47 8.8