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, the actual knowledge or the 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 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 Bill Nikolis, Kevin Crean and Denise Schenarts (the officers of UBS Xxxxxx Xxxxxtoxx XXX, Xxxler's xxxxxxxxxx xxxxsor and agent, having responsibility for the management and sale of, and the accounting function with respect to, 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.
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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.
Sample 1Sample 2
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.
Sample 1Sample 2
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
Sample 1Sample 2
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
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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Related to Best Knowledge; Received Written Notice

  • Best Knowledge Best Knowledge" shall mean both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

  • 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.

  • 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.

  • Officer's Knowledge of Default Upon any Executive Officer of the Borrower obtaining knowledge of any Default or Event of Default hereunder or under any other obligation of the Borrower or any Subsidiary to any Lender, or any event, development or occurrence which could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative to promptly notify the Administrative Agent of the nature thereof, the period of existence thereof, and what action the Borrower or any Subsidiary proposes to take with respect thereto.

  • 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.

  • Actual Knowledge For purposes of this Agreement, neither the Agent nor any Lender shall be deemed to have actual knowledge of any fact or state of facts unless the senior loan officer or any other officer responsible for the Borrower's account established pursuant to this Agreement at the Agent or such Lender, shall, in fact, have actual knowledge of such fact or state of facts or unless written notice of such fact shall have been received by the Agent or such Lender in accordance with SECTION 9.6.

  • Residual Knowledge Nothing contained in this Agreement shall restrict either Party from the use of any know-how, concepts, or modifications of concepts, methodologies, processes, technologies, algorithms or techniques 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 breach its confidentiality obligations specified in this Agreement or infringe the Intellectual Property Rights of the other Party.

  • 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.

  • Prior Actions and Knowledge I represent and warrant that from the time of my first contact or communication with the Company, I have held in strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the Company or any affiliate or related entity of the Company, or (ii) used, copied, published, or summarized any Proprietary Information or removed any Company Materials from the business premises of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company.

  • 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.

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