definiens: means ( i ) with respect to the Company, and with respect to anyspecific matter, the actual knowledge of those individuals identified as Companypersonnel on Schedule B ( after due inquiry of any other employee of the Companyor any Company Subsidiary having primary responsibility for such matter ) or anyindividuals serving on the Company 's Board of Directors ( other than Les Kaplan)or the knowledge that should reasonably be known by such Company personnel orsuch individuals on the Company 's Board of Directors ( after due inquiry of suchother employees, if applicable ), and ( ii ) with respect to Parent, and withrespect to any specific matter, the actual knowledge of those individualsidentified as Parent personnel on Schedule B ( after due inquiry of any otheremployee of Parent or its Subsidiaries having primary responsibility for suchmatter ) or the knowledge that should reasonably be known by such Parentpersonnel ( after due inquiry of such other employees, if applicable )