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Key Employees

Which Employees are considered Key Employees is a determination that is typically made in connection with an Equity Financing, where this term is defined in the Transaction Documents in order to establish which Employees are making certain Representations and Warranties or are bound by certain Covenants. This group typically includes Founders or high-level Employees whose knowledge of the company or services are key to the company’s success.

Key Man Insurance

Life insurance policies taken out on certain key executives. This type of insurance may be required as a Conditions Precedent to a VC Financing (or as an Affirmative Covenant in an Investor Rights Agreement). No doubt should be called Keyperson Policy.

Knowledge Qualifier

A term included (and typically negotiated for) in a Representation and Warranty that a company makes in an Acquisition Agreement, Stock Purchase Agreement, or other agreements with Investors. This term qualifies the Representation and Warranty being made by the knowledge of certain specified individuals who have relevant knowledge in order to restrict the companies assumed liabilities. The exact Knowledge Qualifier is to be defined in the relevant agreement.

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