definiens: of Seller shall mean the actual knowledge of a fact or other matter, after a reasonable inquiry, of theindividuals listed on the attached Schedule 1.1(a ) ( ) ; provided, however, that if a KnowledgeIndividual has failed to conduct a reasonable inquiry, such Knowledge Individual shall be deemed to have the knowledge of afact or other matter if such Knowledge Individual would reasonably be expected to discover or otherwise become aware ofthat fact or matter by making a reasonable inquiry regarding such fact or matter . With respect to matters involving IntellectualProperty, Knowledge does not require that the Knowledge Individuals have conducted, obtain or have obtained any freedom - to - operate opinions or similar opinions of counsel or any Intellectual Property clearance searches, and no knowledge of anythird party Intellectual Property that would have been revealed by such inquiries, opinions or searches will be imputed to theKnowledge Individuals or the direct reports of any of the foregoing