Best Knowledge; Received Written Notice Sample Clauses

Best Knowledge; Received Written Notice. Whenever a representation, warranty or other statement is made in this Agreement or in any document or instrument to be delivered at Closing pursuant to this Agreement, on the basis of the best of knowledge of Seller, or is qualified by Seller having received written notice, such representation, warranty or other statement is made with the exclusion of any facts disclosed to or otherwise known by Purchaser, and is made solely on the basis of the current, conscious, and actual, as distinguished from implied, imputed and constructive, knowledge on the date that such representation or warranty is made, without inquiry or investigation or duty thereof, of Xxxxxx Xxxxx or Xxxxxx Xxxxxxx, (the officer(s) of UBS Realty Investors LLC, Seller’s investment advisor and the LLC’s manager, having responsibility for the management of the Property), without attribution to such specific officers of facts and matters otherwise within the personal knowledge of any other officers or employees of Seller or third parties, including but not limited to tenants and property managers of the Property, and excluding, whether or not actually known by such specific officers, any matter known to Purchaser or its agents at the time of Closing. So qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of such named individuals or any other officer or employee of Seller, the LLC or UBS Realty Investors LLC.
Sample 1
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Best Knowledge; Received Written Notice. Whenever a representation, warranty or other statement is made in this Agreement or in any Related Agreement on the basis of the best of knowledge of the City, or whether the City has received written notice, such representation, warranty or other statement is made with the exclusion of any facts disclosed to or otherwise known by the Redeveloper, and is made solely on the basis of the current, conscious and actual, as distinguished from implied, imputed and constructive, knowledge on the date that such representation or warranty is made, without inquiry or investigation or duty thereof, of the Mayor, the Finance Director and the City’s Corporation Counsel, without attribution to such specific officer of facts and matters otherwise within the personal knowledge of any other officers or employees of the City or third parties, and excluding, whether or not actually known by such specific individuals, any matter known to the Redeveloper. So qualifying the City’s knowledge shall in no event give rise to any personal liability in the part of the Mayor, the Finance Director or the City’s Corporation Counsel, or any other officer or employee of the City.
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Best Knowledge; Received Written Notice. Whenever a representation, warranty or other statement is made in this Agreement or in any Related Agreement on the basis of the best of knowledge of the Agency, or whether the Agency has received written notice, such representation, warranty or other statement is made with the exclusion of any facts disclosed to or otherwise known by the Redeveloper, and is made solely on the basis of the current, conscious and actual, as distinguished from implied, imputed and constructive, knowledge on the date that such representation or warranty is made, without inquiry or investigation or duty thereof, of Xxxxxxx X. Xxxxxxx and Xxxxx Xxxxxxxx, without attribution to such specific officer of facts and matters otherwise within the personal knowledge of any other officers or employees of the Agency or third parties, and excluding, whether or not actually known by such specific individuals, any matter known to the Redeveloper. So qualifying the Agency’s knowledge shall in no event give rise to any personal liability in the part of Xxxxxxx
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Best Knowledge; Received Written Notice. Whenever a representation, warranty or other statement is made in this Agreement or in any Related Agreement on the basis of the best of knowledge of the Redeveloper, or whether the Redeveloper has received written notice, such representation, warranty or other statement is made with the exclusion of any facts disclosed to or otherwise known by the City or the Agency, and is made solely on the basis of the current, conscious, and actual, as distinguished from implied, imputed and constructive, knowledge on the date that such representation or warranty is made, without inquiry or investigation or duty thereof, of Xxxxxxx Xxxxxxxx and Xxxxxxx X. Xxxxx, the principals or employees of the Redeveloper having primary responsibility for the development of the Project, without attribution to such specific individuals of facts and matters otherwise within the personal knowledge of any other members, managers, officers or employees of the Redeveloper or of any of their respective members or affiliates or of any third party, and excluding, whether or not actually known by such specific individuals, any matter known to the City or the Agency. So qualifying the Redeveloper’s knowledge shall in no event give rise to any personal liability on the part of Xxxxxxx Xxxxxxxx or Xxxxxxx X. Xxxxx or any other member, manager, officer or employee of the Redeveloper or any of their respective members or affiliates.
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Best Knowledge; Received Written Notice. Whenever a representation, warranty or other statement is made in this Agreement or in any document or instrument to be delivered at Closing pursuant to this Agreement, on the basis of the best of knowledge of Seller, or is qualified by Seller having received written notice, such representation, warranty or other statement is made with the exclusion of any facts disclosed to or otherwise known by Purchaser, and is made solely on the basis of the current, conscious, and actual, as distinguished from implied, imputed and constructive, knowledge on the date that such representation or warranty is made, without inquiry or investigation or duty thereof, of Xxxxxx Xxxxxxx, (the officer of Seller having responsibility for the management of the Property), without attribution to such specific officers of facts and matters otherwise within the personal knowledge of any other officers or employees of Seller or third parties, including but not limited to tenants and property managers of the Property, and excluding, whether or not actually known by such specific officers, any matter known to Purchaser or its agents at the time of Closing. So qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of Xxxxxx Xxxxxxx or any other officer or employee of any Seller Party.
Sample 1
Best Knowledge; Received Written Notice. Whenever a representation, warranty or other statement is made in this Contract, or in any document or instrument to be delivered at Closing pursuant to this Contract, on the basis of the best knowledge of Seller or is qualified by Seller's having received written notice, such representation, warranty or other statement is made with the exclusion of any facts disclosed to or otherwise known by Buyer and is made solely on the basis of the actual knowledge of the vice president of production, as distinguished from implied, imputed or constructive, knowledge on the date that such representation, warranty or other statement is made, without inquiry or investigation or duty thereof. As of the date hereof the vice president of production is Xxxxx Xxxxxxx and he has held such position for approximately 6 years.
Sample 1
Best Knowledge; Received Written Notice. Whenever a representation or warranty is made in this Agreement on the basis of the best of knowledge of the City, or whether the City has received written notice, such representation and warranty is made solely on the basis of the actual, as distinguished from implied, imputed and constructive, knowledge on the date that such representation or warranty is made, without further inquiry or investigation, of Xxxxxxx Xxxxxx, in his capacity as the City of Middletown, Director of Planning, Conservation and Development, without attribution to such specific officer of facts and matters otherwise within the personal knowledge of any other officers or employees of the City or third parties, and excluding, whether or not known by such specific individuals, any matter known to the Developer. So qualifying the City’s knowledge shall in no event give rise to any personal liability on the part of Xxxxxxx Xxxxxx or any other officer or employee of the City.
Sample 1
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Best Knowledge; Received Written Notice. Whenever a representation, warranty or other statement is made in this Agreement or in any Related Agreement on the basis of the best of knowledge of the Developer, or is qualified by the Developer having received written notice, such representation, warranty or other statement is made with the exclusion of any facts disclosed to or otherwise known by the City, and is made solely on the basis of the current, conscious, and actual, as distinguished from implied, imputed and constructive, knowledge on the date that such representation or warranty is made, without inquiry or investigation or duty thereof, of Xxxxxx Xxxxxxxxx, a duly authorized officer of the Developer having primary responsibility for the development of the Project, without attribution to such specific individuals of facts and matters otherwise within the personal knowledge of any other members, managers, officers or employees of the Developer or of any of their respective members or affiliates or of any third party, and excluding, whether or not actually known by such specific individuals, any matter known to the City. So qualifying the Developer’s knowledge shall in no event give rise to any personal liability on the part of Xxxxxx Xxxxxxxxx or any other member, manager, officer or employee of the Developer or any of their respective members or affiliates.
Sample 1

Related to Best Knowledge; Received Written Notice

  • Knowledge Whenever a representation or warranty or other statement in this Agreement (including, without limitation, Schedule I hereto) is made with respect to a Person's "knowledge," such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of the matter in question.

  • Knowledge Transfer 7.1 Three (3) months prior to the Expiry Date of the Agreement (or where the Agreement is terminated within the timescale notified by the Department) the Provider will upon request: 7.1.1 provide for transfer to the Department and/or the Successor Provider of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents including that relating to configuration of software; and 7.1.2 provide the Department and/or Successor Provider with reasonable access to such members of the Provider's or its Sub- Contractors' personnel as have been involved in the development, provision or management of the Services and who are still employed or engaged by the Provider or its Sub- Contractors. 7.2 To facilitate the transfer of knowledge from the Provider to the Department and/or its Successor Provider, the Provider will provide, upon request, a detailed written explanation of the procedures and operations used to provide the Services, the change management process and other standards and procedures to the operations personnel of the Department and/or the Successor Provider. 7.3 The information which the Provider will provide, at its own cost, to the Department and/or its Successor Provider pursuant to Paragraph 7.1 above will include: 7.3.1 copies of up-to-date procedures and manuals; 7.3.2 agreements with third party suppliers of goods and services which are to be transferred to the Department/Successor Provider; 7.3.3 key support contact details for third party supplier personnel under Agreements which are to be assigned or novated to the Department/Successor Provider pursuant to this Schedule 8 (Exit Arrangements); 7.3.4 any relevant interface information.

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

  • Knowledge of the Company For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the Company Knowledge Parties, none of whom shall have any personal liability or obligations regarding such knowledge.

  • Residual Knowledge Nothing contained in this Agreement shall restrict either party from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the undocumented mental impressions of such party's personnel relating to the Services which either party, individually or jointly, develops or discloses under this Agreement, provided that in doing so such party does not (a) infringe the intellectual property rights of the other party or third parties who have licensed or provided materials to the other party, or (b) breach its confidentiality obligations under this Agreement or under agreements with third parties.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others. o A description of the intended use(s) for and users of the project results. o Published documents, including date, title, and periodical name. o Copies of documents, fact sheets, journal articles, press releases, and other documents prepared for public dissemination. These documents must include the Legal Notice required in the terms and conditions. Indicate where and when the documents were disseminated. o A discussion of policy development. State if project has been or will be cited in government policy publications, or used to inform regulatory bodies. o The number of website downloads or public requests for project results. o Additional areas as determined by the CAM. • Conduct technology transfer activities in accordance with the Technology/Knowledge Transfer Plan. These activities will be reported in the Progress Reports. • When directed by the CAM, develop Presentation Materials for an Energy Commission- sponsored conference/workshop(s) on the project. • When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the California Energy Commission. • Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photographs. • Prepare a Technology/Knowledge Transfer Report on technology transfer activities conducted during the project. • Initial Fact Sheet (draft and final) • Final Project Fact Sheet (draft and final) • Presentation Materials (draft and final) • High Quality Digital Photographs • Technology/Knowledge Transfer Plan (draft and final) • Technology/Knowledge Transfer Report (draft and final)

  • Purchaser’s Knowledge The Purchaser has sufficient knowledge, understanding, and experience, either independently or together with his, her or its purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Offering Materials, and such knowledge, understanding, and experience enables the Purchaser to evaluate the merits and risks of purchasing the Tokens.

  • Knowledge of Offering You acknowledge that it is your responsibility to examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence.

  • Written Notice Any notice, demand, direction or instruction to be given to the Depositor, Evaluator or Supervisor hereunder shall be in writing and shall be duly given if mailed or delivered to the Depositor, 2455 Corporate West Drive, Lisle, Illinois 60532, or at such other adxxxxx xx xxxxx xx xxxxxxxxx xx xxx Xxxxxxxxx xx the other parties hereto in writing. (21) The second paragraph of Section 6.02 is replaced in its entirety as follows: An audit of the accounts of each Trust shall not be conducted unless the Depositor determines that such an audit is required. In the event that the Depositor determines that an audit is required, the accounts of each Trust shall be audited not less than annually by independent public accountants designated from time to time by the Depositor and reports of such accountants shall be furnished by the Trustee, upon request, to Unitholders. The Trustee, however, in connection with any such audits shall not be obligated to use Trust assets to pay for such audits in excess of the amounts, if any, indicated in the Prospectus relating to such Trust. The Trustee shall maintain and provide, upon the request of a Unitholder or the Depositor, the Unitholders' or the Unitholder's designated representative with the cost basis of the Securities represented by the Unitholder's Units. (22) The first paragraph of Section 6.04 is replaced in its entirety as follows:

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