In an Asset Purchase Agreement, the Seller has made the following representation: "To the Seller's knowledge, there are no lawsuits or other proceedings pending or threatened against it."

Part 1: If you were the Buyer, would you want to revise the representation the Seller is making to you? If so, how? If you were the Seller, would you want to revise the representation that the Seller is making to the Buyer? If so, how? Give reasons for your changes.

Part 2: Draft two definitions of knowledge: (a) one from the perspective of the Buyer in this scenario, reflecting the kind of representation the Buyer would want to obtain from the Seller about the Seller's knowledge of any lawsuits or proceedings; and (b) one from the perspective of the Seller being asked to make the representation, reflecting the Seller's desire to limit the scope of the representation.