Parent’s Knowledge means the actual knowledge of those individuals identified in Section 1.1(b) of the Parent Disclosure Schedule. Knowledge of Buyer means the actual knowledge, after reasonable inquiry of Buyer's senior management, and the books and records of Buyer. Knowledge of Parent means the actual knowledge of the individuals listed on Section 1.1(a) of the Parent Disclosure Letter. 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.
Knowledge of the Company or “Company’s knowledge” means the actual knowledge after reasonable and due inquiry of the “officers” (as such term is defined in Rule 3b-2 under the Exchange Act) of the Company. Knowledge of Sellers (or words of similar import) means the actual knowledge, after due inquiry, of those individuals identified on Schedule 10.1(a) of the Seller Disclosure Letter.
Knowledge of the Buyer means the actual personal knowledge of any of the directors and officers of the Buyer or the Buyer Bank or any of their Subsidiaries. Knowledge of Seller or “Seller’s Knowledge” or any other similar knowledge qualification, means the actual or constructive knowledge of any director, manager, or officer of Seller or the Company, after due inquiry. Whether or not a quorum is present, at any meeting of the Shareholders the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without further notice other than announcement at the meeting.
#Valor definition full
Our staff follow a restorative practices approach that includes Emotion Coaching.Īs of the Agreement Date, to the Knowledge of Valor, (x) each officer of Valor and its Subsidiaries is currently devoting one hundred percent (100%) of his or her business time to the conduct of the Valor Business and (y) each officer and Key Employee of Valor and its Subsidiaries is not planning to work less than full time at Valor or any of its Subsidiaries. To the Knowledge of Valor, all employees, consultants, agents, or contractors, present and former, involved with the development of the Valor Products or of any Valor Owned Intellectual Property has executed a valid and enforceable agreement assigning their entire right, title and interest in and to such subject matter to Valor or any of its Subsidiaries.Īs of the Agreement Date, there is no material Action pending and, to the Knowledge of Valor, no material Action has been or is threatened by or against Valor or any of its Subsidiaries. There are no pending audits, assessments or other actions for or relating to any liability in respect of Taxes of Valor or any of its Subsidiaries, nor, to the Knowledge of Valor, has any such audit, assessment or other action been proposed or threatened. No on-sale bar or public use or invalidating disclosure activity has been engaged in or committed with respect to invalidating any Registered Valor-Owned Intellectual Property and, to the Knowledge of Valor, no material information was withheld from any governmental entity requiring disclosure of such information during prosecution of such patent applications or patents.
No suspension, cancellation, revocation, withdrawal, termination or material adverse modification of any such Permit is pending or, to the Knowledge of Valor, threatened. To the Knowledge of Valor, no Related Party has any direct or indirect interest in any material asset used in the Valor Business (other than as a result of his, her or its ownership of Securities of Valor or any of its Subsidiaries).Įxcept as set forth in Section 4.27 of the Valor Disclosure Schedule, to the Knowledge of Valor, none of the Participating Rights Holders is a Health Care Professional. Examples of Knowledge of Valor in a sentence
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