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abridged | contract_138 | “Company Material Adverse Effect” means any event, occurrence, fact, condition, change, development or effect that (a) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, properties, business or results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, excluding any effect resulting from (i) changes or proposed changes in GAAP or the interpretation thereof, (ii) general economic or political conditions in the United States or any other country or region, including changes in financial, credit, securities or currency markets (including changes in interest or exchange rates), (iii) conditions generally affecting the industries in which the Company and its Subsidiaries operate, (iv) changes or proposed changes in Applicable Law or the interpretation thereof, (v) geopolitical conditions, the outbreak or escalation of hostilities, acts of war, sabotage, terrorism, cyberattacks, natural disasters, epidemics, pandemics or other widespread diseases (including COVID-19 and any COVID-19 Measures), (vi) the execution, delivery and performance of this Agreement or the announcement or consummation of the transactions contemplated by this Agreement or the identity of or any facts or circumstances relating to Parent or any of its Subsidiaries, including the impact on the relationships, contractual or otherwise, of the Company and any of its Subsidiaries with customers, suppliers, service providers, employees, Governmental Authorities or any other Persons resulting from any of the foregoing and any stockholder or derivative litigation relating to the execution, delivery and performance of this Agreement or the announcement or consummation of the transactions contemplated by this Agreement ((A) other than, in each case, with respect to any representation or warranty that is intended to address the consequences of the execution or delivery of this Agreement or the announcement or consummation of the transactions contemplated hereby and (B) excluding, for the avoidance of doubt, any breach of this Agreement by the Company), (vii) any failure by the Company or any of its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance or integration synergies for any period (it being understood that any underlying facts giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect), (viii) any 3 actions taken (or omitted to be taken) at the express written request of Parent or Merger Sub, (ix) changes in the price and/or trading volume of the shares of Company Common Stock or any other securities of the Company on NASDAQ or any other market on which such securities are quoted for purchase and sale or changes in the credit ratings of the Company (it being understood that any underlying facts giving rise or contributing to such changes that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect) or (x) any actions taken (or omitted to be taken) by the Company or any of its Subsidiaries that are required or expressly contemplated to be taken (or omitted to be taken) pursuant to this Agreement, including any actions required under this Agreement to obtain any approvals, consents, registrations, permits, authorizations and other confirmations under applicable Competition Laws for the consummation of the Merger, except, in the case of clauses (i), (ii), (iii), (iv) or (v), to the extent the Company and its Subsidiaries, taken as a whole, are materially and disproportionately impacted thereby relative to other entities operating in the same industry or industries in which the Company and its Subsidiaries operate (in which case the incremental material and disproportionate impact or impacts may be taken into account in determining whether there has been a Company Material Adverse Effect) or (b) would prevent the Company from consummating the Merger or the other transactions contemplated hereby. (Page 4) | All MAE carveouts | 0 | Relational language (MAE) applies to | <NONE> | MAE Definition | 62 | Material Adverse Effect |
abridged | contract_140 | “VEREIT Material Adverse Effect” means an event, development, change or occurrence that is materially adverse to the financial condition, business or results of operations of VEREIT and its Subsidiaries, taken as a whole; provided, however, that a VEREIT Material Adverse Effect shall not include any event, development, change or occurrence to the extent arising out of, relating to or resulting from: (a) changes in general business, economic or market conditions in the United States or elsewhere in the world (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets); (b) changes generally affecting the industry or industries in which VEREIT or any of its Subsidiaries operates or any of the markets or geographical areas in which VEREIT or any of its Subsidiaries operate; (c) any change or proposed change after the date hereof in Law or the interpretation thereof or GAAP or the interpretation thereof; (d) changes in political or social conditions, including civil unrest, protects, public demonstrations, acts of war, armed hostility or terrorism (including cyber-terrorism or cyber-attacks), riots, demonstrations, public disorders, civil disobedience or any escalation or any worsening thereof; (e) earthquakes, hurricanes, tornados or other acts of God, natural disasters or calamities; (f) any epidemics, pandemics or disease outbreaks (including Covid-19) or worsening thereof and any Covid-19 Measures; (g) the negotiation, execution, announcement or existence of this Agreement or the consummation of the transactions contemplated hereby (including the Mergers, the Separation and the OfficeCo Distribution), including the impact thereof on relationships, contractual or otherwise, of Realty Income or any of its Subsidiaries with tenants, customers, suppliers, lenders, partners, employees or regulators (provided, that this clause (g) shall not apply to any inaccuracy in the representations and warranties set forth in Section 3.1(c)(ii)(B));
100
(h) any failure by VEREIT to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a VEREIT Material Adverse Effect may be taken into account in determining whether there has been a VEREIT Material Adverse Effect); (i) any change in the price or trading volume of shares of VEREIT Common Stock (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a VEREIT Material Adverse Effect may be taken into account in determining whether there has been a VEREIT Material Adverse Effect); (j) any reduction in the credit rating of VEREIT or its Subsidiaries (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a VEREIT Material Adverse Effect may be taken into account in determining whether there has been a VEREIT Material Adverse Effect); and (k) compliance with the terms of, or the taking of any action required by, this Agreement (including the Mergers, the Separation and the OfficeCo Distribution) (other than any action or failure to take any action pursuant to Section 4.1, unless Realty Income has unreasonably withheld, conditioned or delayed its written consent to any such action or failure to take action); provided, that (x) if any event, development, change or occurrence described in any of clauses (a), (b), (c), (d), (e) or (f) has had a disproportionate adverse effect on VEREIT and its Subsidiaries, taken as a whole, relative to other similarly situated participants in the commercial real estate REIT industry, then the incremental disproportionate adverse impact (and only the incremental disproportionate adverse impact) of such event, development, change or may be taken into account for purposes of determining whether a VEREIT Material Adverse Effect has occurred, and (y) if any event, development, change or occurrence has caused or is reasonably likely to cause VEREIT to fail to qualify as a REIT for federal Tax purposes, such event, development, change or occurrence shall be considered a VEREIT Material Adverse Effect, unless such failure has been, or is able to be, cured on commercially reasonable terms under the applicable provisions of the Code. (Page 48) | All MAE carveouts | 0 | Relational language (MAE) applies to | <NONE> | MAE Definition | 62 | Material Adverse Effect |
abridged | contract_144 | A “Company Material Adverse Effect” means any change, effect, event, occurrence or state of facts (or any development that, insofar as can reasonably be foreseen, could reasonably be expected to result in any change, effect, event, occurrence or state of facts) that, taken alone or together with any other related or unrelated changes, effects, events, occurrences or states of facts: (1) is materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence, state of facts or development arising from or related to (except, in the case of clauses (a), (b), (f), (g) or (i) below, to the extent disproportionately affecting the Company and the Company Subsidiaries relative to other similarly situated companies in the industries in which the Company and the Company Subsidiaries operate, in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether or not there has been a Company Material Adverse Effect) the following: (a) changes in the conditions generally of the industries in which the Company and the Company Subsidiaries operate; (b) conditions affecting the United States economy or the global economy generally or political conditions in the United States or any other country in the world; (c) acts of hostilities, war, acts of war, sabotage or terrorism (including any outbreak, escalation or general worsening of the foregoing) in the United States or any other country or region in the world, (d) any epidemic or pandemic (including continuation or escalation of the COVID-19 pandemic or orders issued by a Governmental Entity in response to the COVID-19 pandemic) in the United States or any other country or region in the world, or any escalation of the foregoing; (e) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural or man-made disasters or acts of God in the United States or any other country or region in the world, or any escalation of the foregoing; (f) changes in the financial, credit, banking, currency or securities markets in the United States or any other country or region in the world, including (A) changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world; (g) changes in GAAP or other accounting standards (or the enforcement or interpretation thereof); (h) changes in the Company’s stock price or trading volume in and of themselves (it being understood that the facts or causes underlying or contributing to any such changes may be considered in determining whether a Company Material Adverse Effect has occurred); (i) changes in any Laws or Privacy Obligations (or the enforcement or interpretation thereof) after the date hereof; (j) any failure by the Company to meet, or changes to, any internal or published projections or any decline in and of itself in the market price or trading volume of the Company Common Stock (it being understood that the facts or causes underlying or contributing to any such failure or decline may be considered in determining whether a Company Material Adverse Effect has occurred); (k) the negotiation, execution, delivery or announcement of this Agreement, the performance by any party hereto of its obligations hereunder, including the impact thereof on the relationships, contractual or otherwise, of the Company with employees, customers, investors, contractors, lenders, suppliers, vendors, or partners, or the identity of Parent or any of its Affiliates as the acquirer of the Company (provided that this clause (k) shall not diminish the effect of, and shall be disregarded for purposes of, the representations and warranties contained in Section 3.05) or the public announcement (including as to the identity of the parties hereto) or pendency of the Merger or any of the other Transactions; (l) the availability or cost of equity, debt or other financing to Parent, Sub or the Surviving Corporation; (m) any action taken, or failure to take action, which Parent has in writing requested or consented; or (n) Transaction Litigation or any demand or Legal Proceeding for appraisal or the fair value of any shares of Company Common Stock pursuant to the DGCL in connection herewith; or (2) prevents the ability of the Company to consummate the Merger and the other Transactions. (Page 81) | All MAE carveouts | 0 | Relational language (MAE) applies to | <NONE> | MAE Definition | 62 | Material Adverse Effect |
abridged | contract_147 | “Company Material Adverse Effect” means any change, event, development, occurrence, state of facts, circumstance or effect that is, or would reasonably be expected to be, individually or in the aggregate with all other changes, events, developments, occurrences, states of facts, circumstances or effects, materially adverse to the business, condition (financial or otherwise), assets, Liabilities or results of operations of the Company and the Company Subsidiaries, taken as a whole; provided, however, that none of the following changes, events, developments, occurrences, states of facts, circumstances or effects shall constitute or shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect: (a) changes after the date hereof affecting the economies of, or financial, credit or capital market conditions anywhere in the world in which the Company and the Company Subsidiaries operate; (b) changes after the date hereof in the trading volume or trading price of the Company Common Stock (provided that the facts and circumstances giving rise to such changes in such volume or price may be deemed to constitute, and may be taken into account in determining whether there has been, a Company Material Adverse Effect); (c) changes after the date hereof generally affecting the industries in which the Company and the Company Subsidiaries operate; (d) national or international political conditions, acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening of such conditions threatened or existing as of the date of this Agreement; (e) changes after the date hereof in applicable Law or GAAP, or the interpretation thereof; (f) any failure in and of itself by the Company to meet any published or internal projections, forecasts, estimates or predictions of the Company’s revenues, earnings or other financial performance or results of operations (provided that the facts and circumstances giving rise to such failures may be deemed to constitute, and may be taken into account in determining whether there has been, a Company Material Adverse Effect); (g) any epidemic, pandemic or disease outbreak, including COVID-19 and the implementation of COVID-19 Measures, and any material worsening of any epidemic, pandemic or disease outbreak after the date hereof (any escalation or worsening thereof shall be deemed to include any outbreak or spread of virus, disease or illness occurring at the properties or facilities of the Company or the Company Subsidiaries); (h) any adverse changes resulting from the execution and delivery of this Agreement or the authorized public announcement of this Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company or Company Subsidiaries with employees, Clients or suppliers (including such an impact resulting in any threatened or actual loss of employees, Clients or suppliers or a disruption in the relationship with employees, Clients or suppliers), provided that the exception in this clause (h) will not be deemed to apply to references to Company Material Adverse Effect in the representation and warranty set forth in Section 4.3 and, to the extent related to Section 4.3, the conditions set forth in Section 7.2(a); (i) a decline in the net assets managed or advised by the Company or the Company Subsidiaries or any loss of Company Advisors (it being acknowledged and agreed that the underlying cause(s) of any such decline in net assets or loss of Company Advisors shall be taken into consideration unless otherwise excluded by this definition); or (j) any actions required to be taken or not taken by the Company or any Company Subsidiary (other than the Company’s obligations under the first sentence of Section 6.1(a)) pursuant to this Agreement, except in the case of each of clauses (a), (c), (d), (e) and (g), to the extent that any such change, event, development, occurrence, state of facts, circumstance or effect has a disproportionate adverse effect on the Company and Company Subsidiaries, taken as a whole, relative to the adverse effect such change, event, development, occurrence, state of facts, circumstance or effect has on other companies operating in the industries in which the Company or any of its Subsidiaries engages, it being agreed, for purposes of this Agreement, that the COVID-19 pandemic has not, as of the date of this Agreement, had such a materially disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole. (Page 7) | Some MAE carveouts | 2 | Relational language (MAE) applies to | <NONE> | MAE Definition | 62 | Material Adverse Effect |
abridged | contract_148 | “Material Adverse Effect” means, with respect to any Party, any Effect that (x) is materially adverse to the assets, financial condition, business or continuing results of operations of such Party and its Subsidiaries, taken as a whole, or (y) prevents or materially impairs or delays the ability of such Party to consummate the Merger or the other transactions contemplated hereby on or prior to the Outside Date; provided, however, a Material Adverse Effect shall not include any Effect to the extent arising out of or resulting from: (a) changes after the date hereof in general United States or global economic conditions, in financial, debt, securities, capital or credit markets, including changes in interest rates, general business, labor or regulatory conditions or social or political conditions; (b) changes after the date hereof generally affecting the industry or industries in which such Party or any of its Subsidiaries operates or any of the markets or geographical areas in which such Party or any of its Subsidiaries operate; (c) changes or proposed changes after the date hereof in Law or the interpretation thereof or in GAAP or the interpretation thereof; (d) acts of war, armed hostility, terrorism (including cyber-terrorism or cyber-attacks), riots, demonstrations, public disorders, civil disobedience or any escalation or worsening thereof; (e) force majeure events, including storms, fires, floods, earthquakes, hurricanes, tornados or other acts of God, natural disasters or calamities; (f) any epidemic, pandemic or disease outbreak (including COVID-19) or worsening thereof, including commercially reasonable responses thereto (including the COVID-19 Measures); (g) any Effect to the extent attributable to the negotiation, execution, announcement, pendency or performance of this Agreement or the consummation of transactions contemplated hereby, including the impact thereof on relationships, contractual or otherwise, of such Party or any of its Subsidiaries with customers, suppliers, lenders, partners, employees or regulators (provided that this clause (g) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from this Agreement or the consummation of the transactions contemplated hereby); (h) any failure, in and of itself, by such Party to meet any internal or published projections (whether published by such Party or any analysts) or forecasts or estimates of revenues or earnings or results of operations for any period (it being understood and agreed that the facts and circumstances giving rise to any such failure that are not otherwise excluded from the definition of a Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect); (i) any change in the price or trading volume of any publicly traded securities of such Party (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect); (j) any reduction in the credit rating of such Party or its Subsidiaries (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect), (k) any bankruptcy, insolvency or reorganization of any tenant under any lease between such Party and such tenant, (l) acts required to be taken or not taken by such Party or any of its Subsidiaries under the terms of this Agreement or taken or not taken at the written request of the other Party, (m) with respect to the Company, any Company Transaction Litigation (except if it has resulted in a non-appealable judicial determination definitively finding a breach of duty by the Board of Trust Managers of the Company) or, with respect to either Party, any litigation alleging that the disclosure contained in the Proxy Statement (whether filed in preliminary or definitive form) violates the federal securities Laws (except if it has resulted in a non-appealable judicial determination definitively finding such a violation), and (n) with respect to the Company, the identity of Parent or any of its Affiliates or any communication by Parent or any of its Affiliates regarding plans, proposals, intentions or projections with respect to the Company, any of its Subsidiaries, or their employees or business; and provided, further, that if any Effect described in any of clauses (a), (b), (d), (e) or (f) has had a disproportionate adverse impact on such Party and its Subsidiaries, taken as a whole, relative to other companies operating in the industry in which such Party operates, then the incremental impact of such Effect may be taken into account for the purpose of determining whether a Material Adverse Effect has occurred. (Page 96) | All MAE carveouts | 0 | Relational language (MAE) applies to | <NONE> | MAE Definition | 62 | Material Adverse Effect |
abridged | contract_149 | “Company Material Adverse Effect” shall mean any event, circumstance, occurrence, effect, fact, development or change that (a) would prevent or materially impair the ability of the Company to consummate the Merger or (b) has, or would have, a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that for purposes of this clause (b), none of
the following (or the results thereof) shall constitute or be taken into account in determining whether a Company Material Adverse Effect shall have occurred: (i) changes in general economic, financial market, regulatory, business, financial, political, geopolitical, credit or capital market conditions, including interest or exchange rates; (ii) general changes or developments in any of the industries or markets in which the Company or any of its Subsidiaries operate; (iii) changes in any applicable Laws or accounting regulations or principles or interpretations thereof; (iv) any change in the price or trading volume of the Company’s securities or other financial instruments or change in the Company’s credit rating, in and of itself (provided, however, that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of “Company Material Adverse Effect” may constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred); (v) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operation or any published analyst or other third-party estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself (provided, however, that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Company Material Adverse Effect” may constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred); (vi) acts of war (whether or not declared), hostilities, military actions or acts of terrorism, or any escalation or worsening of the foregoing, weather related events, fires, natural disasters, pandemics (including the existence and impact of the COVID-19 pandemic), public health or other emergencies or any other acts of God; (vii) the execution and delivery of this Agreement or the public announcement or the pendency of the Merger or the other transactions contemplated hereby (provided, that this clause (vii) does not apply with respect to the representations and warranties set forth in Section 3.5); or (viii) the taking of any action expressly required by this Agreement (other than any obligation under this Agreement to operate in the ordinary course of business (or similar obligation) pursuant to Section 5.1); provided, further, that the exceptions in clauses (i), (ii), (iii) and (vi) shall not apply to the extent the events, circumstances, occurrences, effects, facts, developments or changes set forth in such clauses have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to the other participants in the industries in which the Company and its Subsidiaries operate (Pages 40-41) | All MAE carveouts | 0 | Relational language (MAE) applies to | <NONE> | MAE Definition | 62 | Material Adverse Effect |
abridged | contract_150 | “Company Material Adverse Effect” shall mean any state of facts, circumstance, condition, event, change, development, occurrence, result, effect, action or omission (each, an “Effect”) that, individually or in the aggregate with any one or more other Effects, (i) results in a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole or (ii) prevents, materially impairs, materially impedes or materially delays the consummation of the Merger and the other transactions contemplated hereby on a timely basis and in any event on or before the End Date; provided, however, that with respect to clause (i) only, no Effect to the extent resulting or arising from any of the following, shall, to such extent, be deemed to constitute, or be taken into account in determining the occurrence of, a Company Material Adverse Effect: (A) general economic, political, business, financial or market conditions affecting the industry in which the Company and its Subsidiaries operate; (B) geopolitical conditions, including trade and national security policies and export controls and executive orders relating thereto, any outbreak, continuation or escalation of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism (including cyber-terrorism); (C) any pandemic (including the SARS-CoV-2 virus and COVID-19 disease), epidemic, plague, or other outbreak of illness or public health event, hurricane, flood, tornado, earthquake or other natural disaster or act of God or changes resulting from weather conditions; (D) any failure by the Company or any of its Subsidiaries to meet any internal or external projections or forecasts or any decline in the price of Company Common Stock (but excluding, in each case, the underlying causes of such failure or decline, as applicable, which may themselves constitute or be taken into account in determining whether there has been, or would be, a Company Material Adverse Effect); (E) the public announcement or pendency of the Merger and the other transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, business partners or employees (provided that this clause (E) shall not apply to (x) any representation or warranty in Section 2.6 to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Merger or (y) any action or omission by the Company, any Company Subsidiary or their respective Representatives in order to comply with the Company’s obligations under Section 4.1(a)); (F) changes in applicable Legal Requirements or the interpretation thereof; (G) changes in GAAP or any other applicable accounting standards or the interpretation thereof; or (H) any action expressly required to be taken by the Company pursuant to the terms of this Agreement or at the express written direction or consent of Parent or Acquisition Sub; provided, further, that any Effect relating to or arising out of or resulting from any change or event referred to in clause (A), (C), (F) or (G) above may constitute, and be taken into account in determining the occurrence of, a Company Material Adverse Effect if and only to the extent that such change or event has a disproportionate impact on the Company and its Subsidiaries as compared to other participants that operate in the industry in which the Company and its Subsidiaries operate. (Page 102) | All MAE carveouts | 0 | Relational language (MAE) applies to | <NONE> | MAE Definition | 62 | Material Adverse Effect |
main | contract_68 | “knowledge” means the actual knowledge of, (a) in the case of the Company, the individuals listed in Schedule 1.1 of the Company Disclosure Letter and (Page 125) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_24 | “knowledge” means the actual knowledge of: (a)in the case of Golden, the individuals listed in Schedule 1.1 of the Golden Disclosure Letter; and (Page 52) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_138 | “Knowledge ” means (i) with respect to the Company, the actual knowledge of the individuals listed on Section 1.01(a)(i) of the Company Disclosure Schedule and (Page 6) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_118 | “know” or “knowledge” means, with respect to the Company, the actual knowledge of such persons listed in Section 8.12(hh) of the Company Disclosure Letter, and with respect to Parent, the actual knowledge of the persons listed in Schedule A hereto. (Page 49) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_56 | “knowledge” of Flagstar means the actual knowledge of any of the officers of Flagstar listed on Section 9.6 of the Flagstar Disclosure Schedule (Pages 73-74) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_133 | “knowledge” means, with respect to any Acquired Company, the actual knowledge of the individuals listed in Section 1.01(a) of the Company Disclosure Letter (Page 13) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_143 | “Knowledge” means the actual knowledge of, (a) in the case of the Company, the individuals listed in Schedule 1.1 of the Company Disclosure Letter, (b) in the case of Holdings, the individuals listed in Schedule 1.1 of the Company Disclosure Letter and (c) in the case of Parent, the individuals listed in Schedule 1.1 of the Parent Disclosure Letter. (Page 99) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_125 | “Knowledge” means with respect to the Company, the actual knowledge of the individuals listed on Section 1.1(a)(ii) of the Company Disclosure Schedule. (Page 10) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_53 | “knowledge” (i) with respect to the Company means the actual knowledge of any of the individuals listed in Section 9.5(r) of the Company Disclosure Letter and (Page 86) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_31 | “knowledge” means the actual knowledge of, (a) in the case of the Company, the individuals listed in Schedule 1.1 of the Company Disclosure Letter and (Page 100) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_120 | “Knowledge” of the Company, with respect to any matter in question, means the actual knowledge of the Company’s President; Executive Vice President, Chief Financial Officer and Treasurer; Executive Vice President, Chief Legal Officer and Secretary; and Chief Information Officer. (Page 16) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_18 | As used in this Agreement, the “ knowledge” of Cadence means the actual knowledge of any of the officers of Cadence listed on Section 9.6 of the Cadence Disclosure Schedule, (Page 85) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_36 | “Knowledge” shall mean the actual knowledge of any of the following officers and employees of the Company or Parent, as applicable: (i) for the Company: Jim Balas, Melanie Graper, Aaron Henry and Frank Martell; and (Page 92) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_141 | “knowledge” means <omitted> (ii) with respect to the Company, the actual knowledge of the individuals listed on Section 8.16(a) of the Company Disclosure Schedule (Page 76) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_99 | “Knowledge” means (a) when used with respect to the Company and the Company Subsidiaries, the actual knowledge of the individuals listed in Section 9.6(a) of the Company Disclosure Letter (Page 91) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_52 | “knowledge” when used with respect to (i) the Company, means the actual knowledge of any fact, circumstance or condition of those employees of the Company identified in Section 8.3(i) of the Company Disclosure Letter (Page 92) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_47 | The term “Knowledge” when used in this Agreement with respect to the Company shall mean the actual knowledge of those persons set forth in Section 3.1(g)(ii)of the Company Disclosure Letter without obligation of any further review or inquiry, and does not include information of which they may be deemed to have constructive knowledge only. (Page 9) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_34 | “Knowledge” means <omitted> (ii) with respect to the Company, the actual knowledge (without independent inquiry or investigation) of any one or more of the persons identified on Section 10.2(iii)(a) of the Company Disclosure Letter; provided that Knowledge of the Company with respect to any Joint Ventures of the Company shall be the actual knowledge (without independent inquiry or investigation) of any one or more of the persons identified on Section 10.2(iii)(a) or Section 10.2(iii)(b) of the Company Disclosure Letter; provided further, that Knowledge of the Company for purposes of Section 5.2(c) of this Agreement shall be limited to the actual knowledge (without independent inquiry or investigation) of any one or more of the Company’s Chief Executive Officer, interim Chief Financial Officer and General Counsel. (Page 81) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_95 | “Knowledge” means with respect to (a) NIC, that any of Harry H. Herington, Stephen M. Kovzan, Jayne Friedland Holland, or William A. Van Asselt is actually aware of the particular fact or matter, and (Page 61) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_51 | “knowledge” means the actual knowledge of, (a) in the case of the Company, the individuals listed in Schedule 1.1 of the Company Disclosure Letter and (b) in the case of Parent, the individuals listed in Schedule 1.1 of the Parent Disclosure Letter. (Page 52) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_145 | “Knowledge” shall mean with respect to any party hereto shall mean the actual knowledge of such party’s executive officers. (Page 115) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_108 | “knowledge” of any Party means (i) with respect to Parent, the actual knowledge of Mark Berg, Rich Dealy, Mark Kleinman and Margaret Montemayor, and (ii) with respect to the Company, the actual knowledge of Matt Gallagher, Ryan Dalton, David Dell’Osso, Stephanie Reed and Colin Roberts. (Page 109) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_82 | “Knowledge” means, with respect to (a) the Company, the actual knowledge of those individuals set forth in Section 1.0(a) of the Company Disclosure Letter and (Page 70) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_81 | “Knowledge” shall mean with respect to any party hereto shall mean the actual knowledge of such party’s executive officers. (Page 106) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_144 | “knowledge”, with respect to the Company, means the actual knowledge of the Company’s President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Strategy Officer or General Counsel; (Page 84) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_101 | “Knowledge” means (i) with respect to the Company, the actual knowledge of those persons set forth in Section 8.10(a) of the Company Disclosure Schedule, and (Page 84) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_132 | “Knowledge” or any similar phrase means (a) with respect to the Company, the knowledge of the individuals set forth in Section 1.1 of the Company Disclosure Letter, and (b) with respect to Parent, Holding and Merger Sub, the knowledge of the individuals set forth in Section 1.1 of the Parent Disclosure Letter. (Page 16) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_137 | “Knowledge of TRMT” or similar phrases mean the actual knowledge of the Persons set forth in Section 1.1 of the TRMT Disclosure Letter. (Page 4) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_16 | “Knowledge of the Company” means the actual knowledge of any of the individuals set forth on Schedule 1.1. (Page 12) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_136 | “knowledge” with respect to an Entity means with respect to any matter in question the actual knowledge of such Entity’s executive officers. (Page 75) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_29 | “knowledge” means (i) with respect to Parent and Merger Sub, the actual knowledge of the individuals listed in Section 8.17(a) of the Company Disclosure Schedule and (ii) with respect to the Company and Company OP, the actual knowledge of the individuals listed on Section 8.17(b)(ii) of the Company Disclosure Schedule. (Page 39) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_148 | “to the Company’s knowledge” or “to the knowledge of the Company” means the actual knowledge of any of the persons listed in Section 9.1(b) of the Company Disclosure Letter. (Page 100) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_20 | “knowledge” means the actual knowledge of, (a) in the case of the Company, the individuals listed in Schedule 1.1 of the Company Disclosure Letter (Page 95) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_117 | “knowledge” means the actual knowledge of, (a) in the case of the Company, the individuals listed in Schedule 1.1 of the Company Disclosure Letter and (Page 99) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_5 | “knowledge” means (i) with respect to the Company, the actual knowledge of those individuals set forth in Section 1.01 of the Company Disclosure Schedule and (ii) with respect to Parent, the actual knowledge of those individuals set forth in Section 1.01 of the Parent Disclosure Schedule. None of the individuals set forth in Section 1.01 of the Company Disclosure Schedule or Section 1.01 of the Parent Disclosure Schedule shall have any personal liability or obligations regarding such knowledge. (Page 13) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_131 | “knowledge” of TCF means the actual knowledge of any of the officers of TCF listed on Section 9.6 of the TCF Disclosure Schedule, (Page 82) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_114 | “Knowledge” means <omitted> (b) with respect to the Company, the actual knowledge of the individuals listed on Schedule A-I(b) Knowledge of the Company Disclosure Schedules. (Page 75) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_26 | (hhh) “Knowledge” of the Company, with respect to any matter in question, means the actual knowledge of Robert Bearden, Scott Aronson, Jim Frankola, David Howard, Arun Murthy and Kevin Cook. (Page 13) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_89 | “Knowledge” means (i) with respect to the Company, the actual knowledge of any of the Persons set forth in Section 9.05 of the Company Disclosure Letter and (Page 72) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_134 | “knowledge” of any Person that is not an individual means the actual knowledge of such Person’s executive officers; provided, however, that “knowledge” of the Company means the actual knowledge of the individuals listed in Section 1.01(a) of the Company Disclosure Letter. (Page 6) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_129 | “knowledge” of Sterling means the actual knowledge of any of the officers of Sterling listed on Section 9.6 of the Sterling Disclosure Schedule, (Page 39) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_109 | “knowledge” of the Company means the actual knowledge of any of the officers of the Company listed on Section 9.6 of the Company Disclosure Schedule, (Page 74) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_104 | “knowledge” of any Person that is not an individual means, with respect to any matter in question, the actual knowledge of such Person’s executive officers; provided that “knowledge of the Company” or “Company’s knowledge” shall also include the actual knowledge of the individuals set forth on Section 9.03(c) of the Company Disclosure Letter. (Page 88) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_135 | “knowledge” when used with respect to (i) the Company, means the actual knowledge of any fact, circumstance or condition of those employees of the Company identified in Section 8.3(i) of the Company Disclosure Letter and (ii) Parent, means the actual knowledge of any fact, circumstance or condition of those employees of Parent identified in Section 8.3(ii) of the Parent Disclosure Letter; (Page 44) | Actual knowledge | 0 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_98 | “to the Company’s knowledge” or “to the knowledge of the Company” means the knowledge, after reasonable inquiry to the direct report of such individual with primary responsibility for the relevant matter, of any of the Persons listed in Section 9.1(b) of the Company Disclosure Letter. (Page 39) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_107 | “To the knowledge of the Company” and similar phrases mean (i) the actual knowledge of the officers and employees listed on Section 1.1(a) of the Company Disclosure Letter, after making reasonable inquiry, and (ii) all knowledge which was, or would reasonably have been expected to be, obtained by such Persons after such reasonable inquiry, which, for purposes of Section 5.17 shall include such actual knowledge after making due inquiry of the Company’s outside intellectual property counsel, but in no event shall any such inquiry for purposes of this definition require freedom to operate analysis, trademark clearance searches, 11
validity, noninfringement or any other similar analysis or opinions of counsel to be conducted if such analysis was not conducted prior to the date hereof. (Pages 15-16) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_28 | “Knowledge” or any similar phrase means (a) with respect to the Company, the collective knowledge of the individuals set forth in Section 1.1(a) of the Company Disclosure Schedule and any individuals that, following the date of this Agreement, replace or share the employment responsibilities of any such individuals, in each case after reasonable inquiry of such individuals’ direct reports who would reasonably be expected to have actual knowledge of the matter in question, and (b) with respect to Parent and/or Merger Sub, the collective knowledge of the individuals set forth in Section 1.1(a) of the Parent Disclosure Schedule and any individuals that, following the date of this Agreement, replace or share the employment responsibilities of any such individuals, in each case after reasonable inquiry of such individuals’ direct report who would reasonably be expected to have actual knowledge of the matter in question. With respect to matters involving the Intellectual Property Rights, reasonable inquiry does not require the Company, or any of its directors, officers or employees, to have conducted or have obtained any freedom to operate opinions or any patent, Trademark or other Intellectual Property Rights clearance searches or conducted any other similar inquiry of third parties. If not conducted or obtained, no knowledge of any patents, Trademarks or other Intellectual Property Rights of any third Person that would have been revealed solely by such opinions or searches will be imputed to the Company or any of its directors, officers or employees. (Page 15) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_38 | knowledge. “knowledge” with respect to an Entity shall mean with respect to any matter in question the actual knowledge of Adam Weiss, Philip S. Saunders and Chirag Shah (the “Knowledge Parties”) after reasonable inquiry of their direct reports reasonably expected to have knowledge of such matters. (Page 85) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_6 | “Knowledge” or any similar knowledge qualification in this Agreement has the following meanings: (a) AB will be deemed to have “Knowledge” of a particular fact or matter if any Executive Officer of AB or the Bank has actual knowledge of such fact or matter or if any such Person would reasonably be expected to discover or otherwise become aware of such fact or matter in the course of making a reasonable inquiry into such areas of AB’s and the Bank’s business that are under such individual’s general area of responsibility (Page 9) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_37 | “Knowledge” means <omitted> (b) with respect to the Company, the actual knowledge of the individuals listed on Section 9.5(b) of the Company Disclosure Letter, after due inquiry. (Page 40) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_22 | “Knowledge” means the actual knowledge of the individuals set forth in Section 1.1(a) of the Company Disclosure Letter and any other individuals that, following the date of this Agreement, replace or share the employment responsibilities of any such scheduled individuals, in each case after reasonable due inquiry. (Page 76) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_69 | “Knowledge” or any similar phrase means (a) with respect to the Company, the actual knowledge of the individuals set forth in Section 1.1(a) of the Company Disclosure Schedule, in case after reasonable inquiry and (b) with respect to Parent and/or Merger Sub, the actual knowledge of the individuals set forth in Section 1.1(a) of the Parent Disclosure Schedule in case after reasonable inquiry. (Page 15) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_54 | “Knowledge” means, with respect to First Choice and First Choice Bank, the actual knowledge, after reasonable inquiry under the circumstances, of the Persons set forth in Section 3.01(a) of the First Choice Disclosure Schedule, and with respect to Enterprise or EB&T, the actual knowledge, after reasonable inquiry under the circumstances, of the Persons set forth in Section 4.01(a) of the Enterprise Disclosure Schedule. (Page 100) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_1 | “Knowledge” of Parent or the Company, as applicable means the actual knowledge of the individuals set forth on Schedule 9.3 after making reasonable inquiry of all employees of the Company reasonably likely to have knowledge of the matter and who have been informed by or on behalf of the Company of the Contemplated Transactions. (Page 37) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_4 | “Knowledge of the Company” means the actual knowledge as of the date hereof of any fact, circumstance or condition of those officers of the Company set forth on Part 1.01(a) of the Company Disclosure Schedule after reasonable inquiry of those employees who report directly to such officers. (Page 15) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_106 | “Knowledge” means the actual knowledge, after reasonable inquiry under the circumstances, of the persons set forth in Section 1.02 of the Company Disclosure Schedule or Section 1.01 of the Parent Disclosure Schedule. (Page 10) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_60 | “Knowledge of the Company” means the actual knowledge of the individuals, in each case after reasonable inquiry, identified in Section 5.1(a)(iv) of the Company Disclosure Letter, (Page 17) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_75 | “Knowledge” means, with respect to the Company, the actual knowledge of those individuals set forth in Section 1.01(a) of the Company Disclosure Letter after reasonable inquiry of such Person’s direct reports. With respect to Company Intellectual Property, “Knowledge” or “Known” includes reasonable inquiry of such Person’s direct reports but does not require the Company to conduct, have conducted, obtain, review or have reviewed any freedom to operate opinions or similar opinions of counsel. (Page 80) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_127 | “Knowledge” means (i) with respect to the Company, the actual knowledge of the individuals listed on Section 8.12 of the Company Disclosure Letter after having made reasonable inquiry of those employees of the Company primarily responsible for, or who would otherwise be expected to know about, such matters (Page 74) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_90 | “knowledge of the Company” shall mean the knowledge, after reasonable inquiry, of the individuals listed in Part “Definitions” of the Company Disclosure Schedule. (Page 85) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_66 | “Knowledge” shall mean, (i) in the case of the Company, the actual knowledge, after reasonably inquiry, of the individuals listed on Section 8.13 of the Company Disclosure Schedule and (Page 84) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_123 | “knowledge” (i) with respect to the Company means the actual knowledge of any of the individuals listed in Section 10.5(p) of the Company Disclosure Letter and (ii) with respect to Parent or Merger Sub means the actual knowledge of any of the individuals listed in Section 10.5(p) of the Parent Disclosure Letter, in each case, after reasonable inquiry of such individual’s direct reports; (Page 83) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_105 | “Knowledge” means: (a) with respect to the Company and its Subsidiaries, the actual knowledge after reasonable inquiry of each of the individuals listed in Section 1.01 of the Company Disclosure Letter; (Page 15) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_64 | “knowledge” means, with respect to the Company and with respect to any matter in question, the actual knowledge of the Persons set forth on Schedule A of the Company Disclosure Letter, after reasonable inquiry, and, with respect to Parent, the actual knowledge of any executive officer of Parent, after reasonable inquiry. (Page 36) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_96 | “knowledge” when used with respect to (a) the Company, means the actual knowledge of any fact, circumstance or condition of those officers of the Company set forth on Section 8.3(iii) of the Company Disclosure Letter and (b) Parent, means the actual knowledge of any fact, circumstance or condition of those officers of Parent set forth on Section 8.3(iii) of the Parent Disclosure Letter, in each case of the foregoing clauses (a) and (b), after reasonable inquiry; (Page 75) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_15 | “Knowledge” or “knowledge” as used with respect to a Person (including references to such Person being aware of a particular matter) means the actual knowledge of, in the case of Bryn Mawr, those individuals set forth in Section 10.1 of Bryn Mawr’s Disclosure Memorandum and, in the case of WSFS, those individuals set forth in Section 10.1 of WSFS’s Disclosure Memorandum, and, in each case, the knowledge of any such Persons obtained or which would have been obtained from a reasonable investigation. (Page 72) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_23 | “knowledge” means (i) with respect to the Company, the knowledge of those individuals set forth in Section 1.01 of the Company Disclosure Schedule after reasonable inquiry and (Page 13) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_85 | “Knowledge” means (a) with respect to Parent, the actual knowledge, assuming due inquiry, of any of the Persons set forth in Section 9.4 of the Parent Disclosure Schedule and (b) with respect to the Company, the actual knowledge, assuming due inquiry, of any of the Persons set forth in Section 9.4 of the Company Disclosure Schedule. (Page 74) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_58 | “knowledge” of the Company or any similar knowledge qualification in this Agreement means the actual knowledge of the individuals listed on Section 8.3(l) of the Company Disclosure Letter in each case after reasonable inquiry. (Page 74) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_13 | “knowledge of the Company” means the knowledge, after reasonable inquiry, of each of Mike Finley, Peter Hovenier, Derek Peterson, Dawn Callahan, Michael Zeto and Bruce Crair. With respect to Intellectual Property and Intellectual Property Rights, “reasonable inquiry” does not require the Company or any of the individuals named in the previous sentence to conduct, have conducted, obtain, or have obtained any freedom-to-operate opinions or similar opinions of counsel or any clearance searches, in each case, with respect to Patents, and no knowledge of any third-party Intellectual Property Rights that would have been revealed by such inquiries, opinions, or searches will be imputed to the Company or any such individual. (Page 5) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_61 | “Company’s Knowledge” or similar phrases means the actual knowledge of the individuals identified in Section 9.1(a) of the Company Disclosure Schedule, or knowledge that individuals in such positions would reasonably be expected to have but without any duty to inquire or investigate. (Page 81) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_151 | “Knowledge” of a Person, with respect to any matter in question, means, with respect to the Company, the actual knowledge of any of the individuals set forth in Section 1.1(ooo) of the Company Disclosure Letter and such knowledge as any such individuals would have obtained, in each case, after reasonable inquiry of their respective direct reports who, in each case, would reasonably be expected to have actual knowledge of the matter in question. (Page 14) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_25 | “Knowledge” of (a) the Company means the actual knowledge of the individuals listed on Section 9.03(a) of the Company Disclosure Letter after having made reasonable inquiry of those employees of the Company and the Company Subsidiaries primarily responsible for such matters and (Page 66) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_55 | “Knowledge” with respect to an Entity means with respect to any matter in question the actual knowledge of such Entity’s executive officers after reasonable inquiry of their direct reports. With respect to Intellectual Property Rights, Knowledge does not require that any of such Entity’s executive officers conduct or have conducted or obtain or have obtained any freedom-to-operate opinions or similar opinions of counsel or any Registered IP clearance searches, and no knowledge of any third-party Registered IP that would have been revealed by such inquiries, opinions or searches will be imputed to such executive officers; provided, however, the foregoing shall not exclude any knowledge actually acquired from any such inquiries, opinions or searches that have been conducted or obtained prior to the Closing. (Page 11) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_146 | “Knowledge” means (a) with respect to the Company, the actual knowledge, after reasonable inquiry, of the individuals listed in Section 1.01 o f the Company Disclosure Schedule and (b) with respect to Parent or the Merger Sub, the actual knowledge, after reasonable inquiry, of David J. Winter and David S. Millstone. (Page 88) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_124 | “Knowledge” as used with respect to a Person (including references to such Person being aware of a particular matter) means those facts that are known or should reasonably have been known after due inquiry of the records and employees of such Person by the chairman, president, chief financial officer, chief credit officer, or any senior or executive vice president of such Person without any further investigation. (Page 29) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_45 | “Knowledge” means (i) with respect to the Company, the actual knowledge, after reasonable inquiry, of each individual listed in Section 1.1(a) of the Company Disclosure Letter (Page 16) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_142 | “Knowledge” of the Company, with respect to any matter in question, shall mean the actual knowledge of such matter by any of the executive officers or directors of the Company after reasonable inquiry. With respect to matters involving Intellectual Property Rights, knowledge does not require that any of the Company’s executive officers or directors conduct or have conducted or obtain or have obtained any freedom-to-operate opinions or similar opinions of counsel or any intellectual property clearance searches, and no knowledge of any third party intellectual property that would have been revealed by such inquiries, opinions or searches will be imputed to such executive officers or directors. (Page 92) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_71 | “Knowledge of the Company” (or similar phrases) means the actual knowledge of any of the following individuals: Bob Galvin, Kyle Harmon, and John T. McClain, in each case, after reasonable inquiry of such individual’s direct reports. (Page 6) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_93 | “Knowledge” of any Person (including references to a Person being aware of a particular matter) as used with respect to Company and its Subsidiaries means those facts that are actually known, after reasonable inquiry, by the Executive Officers of Company and the directors of Company and Company Bank, and as used with respect to Buyer and its Subsidiaries means those facts that are actually known, after reasonable inquiry, by the Executive Officers of Buyer and the directors of Buyer. Without limiting the scope of the immediately preceding sentence, the term “Knowledge” includes any fact, matter, or circumstance set forth in any written notice received by Company or Buyer, respectively, from any Governmental Authority. (Page 96) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_88 | “Knowledge” means the actual knowledge of (i) for Parent, the Persons listed on Exhibit B (the “Parent Knowledge Persons”) and (ii) for the Company, the Persons listed on Exhibit C (the “Company Knowledge Persons”), in each case, following reasonable inquiry of their direct reports; provided that none of the Parent Knowledge Persons or Company Knowledge Persons shall have any personal liability or obligations hereunder regarding such knowledge. (Page 41) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_113 | “Knowledge” of the Parent or the Company, as applicable means the actual knowledge, after reasonable internal inquiry and reasonable inquiry with external patent counsel, of the chief executive officer, the members of the executive leadership team or, solely with respect of the Company, the vice president of quality assurance and vice president of human resources. (Page 68) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_50 | “knowledge of the Paired Entities” o r any or any similar phrase means the actual (and not the constructive or imputed) knowledge, after reasonable inquiry, of those individuals identified in Section 10.2(b) of the Paired Entities Disclosure Schedule (Page 91) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_65 | Knowledge” means, (i) with respect to the Company, the actual knowledge of the individuals listed on Section 1.01(i) of the Company Disclosure Schedule after inquiry of their direct reports as listed on Section 1.01(i) of the Company Disclosure Schedule (Page 8) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_35 | “Knowledge” means the actual knowledge, after reasonable inquiry, of (i) for Parent, George Holm, James Hope, A. Brent King and Liz Mountjoy and (ii) for the Company, Scott McPherson, Christopher Miller, Jennifer Hulett, Brian Brandon and Greg Antholzner. (Page 96) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_8 | “knowledge” means the actual knowledge, after reasonable investigation, of, (a) in the case of the Company, the individuals listed in Schedule 1.1 of the Company Disclosure Letter and (Page 41) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_112 | “Knowledge” means, with respect to Peoples, the Knowledge of any officer of Peoples with the title of Chief Executive Officer, President, Executive Vice President of Operations, or Chief Financial Officer, and, with respect to Premier Financial, the Knowledge of any officer of Premier Financial, Citizens Bank or Premier Bank with the title of Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Credit Officer, Chief Lending Officer, President of Citizens Bank, Compliance officer for Citizens Bank, the President of Premier Bank, or the Compliance Officer for Premier Bank. An officer of Peoples or Premier Financial shall be deemed to have “Knowledge” of a particular fact or matter if such officer is actually aware of such fact or matter or a prudent individual would be reasonably expected to discover or otherwise become aware of such fact or matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or matter. (Page 7) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_122 | “knowledge of the Company” shall mean the knowledge, after reasonable inquiry, of the individuals listed in Part “Definitions” of the Company Disclosure Schedule. (Page 93) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_121 | “Knowledge” (i) with respect to Company means the knowledge, after reasonable inquiry, of the persons named in Section 1.1(a) of the Company Disclosure Letter and (ii) with respect to Parent means the knowledge, after reasonable inquiry, of the persons named in Section 1.1(b) of the Parent Disclosure Letter. For purposes of Section 4.16 and Section 5.16, “reasonable inquiry” does not require environmental sampling or testing of any kind. (Page 7) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_119 | “knowledge” means (i) with respect to the Company, the actual knowledge of any of the individuals listed on Section 1.01(a) of the Company Disclosure Schedule and (ii) with respect to Parent, the actual knowledge of any of the Chief Executive Officer, Chief Financial Officer or the General Counsel of Parent, in each case, after reasonable inquiry. (Page 10) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_7 | (s) “knowledge” (i) with respect to the Company means the actual knowledge of any of the individuals listed in Section 9.5(r) of the Company Disclosure Schedule and (ii) with respect to Parent or Merger Sub means the actual knowledge of any of the individuals listed in Section 9.5(r) of the Parent Disclosure Schedule, in each case after reasonable inquiry. (Page 87) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_80 | “Knowledge”, whether or not capitalized, or any similar expression: (i) with respect to the Company, means the actual knowledge of the individuals named on Section 1.1(a) of the Company Disclosure Schedule, in each case, after reasonable inquiry of those employees directly reporting to such Person; (Page 6) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
main | contract_78 | “knowledge” means the actual knowledge of the Persons listed in Section A of the Company Disclosure Letter with respect to the Company after making reasonable inquiry and all knowledge which was, or would reasonably have been expected to be, obtained by such Person after such reasonable inquiry, but in no event shall any such inquiry for purposes of this definition require freedom to operate analysis if such analysis was not conducted prior to the date hereof. (Page 35) | Constructive knowledge | 1 | Knowledge Definition-Answer | <NONE> | Knowledge Definition | 66 | Knowledge |
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