Knowledge Defined. All references in this Agreement to the “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall refer only to the actual knowledge of Xxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxx (the property manager) and Xxxxxx Xxxxxxx (the asset manager) who have been actively involved in the management of Seller’s business in respect of the Property in the capacities of representatives of BVT Management Services, Inc., an affiliate of Seller. The terms “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Seller, or any of their respective affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of the individuals named above arising out of any representations or warranties made herein or otherwise.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Kite Realty Group Trust), Purchase and Sale Agreement (Kite Realty Group Trust), Purchase and Sale Agreement (Kite Realty Group Trust)
Knowledge Defined. All references in this Agreement to the “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall refer only to the actual knowledge of Xxx Xxxxxxxx, Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx (the property manager) and Xxxxxx Xxxxxxx (the asset manager) who have has been actively involved in the management of Seller’s business in respect of the Property in the capacities capacity as Asset Manager for Seller, the actual knowledge of representatives Xxxxx X. Xxxxxxxxxxx, Chief Investment Officer for Seller, and the actual knowledge of BVT Management ServicesX. Xxxxxx Xxxxxx, Inc., an affiliate Managing Director of Dispositions for Seller. The terms term “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, member, beneficial owner, officer, director, agent, manager, representative or employee of Seller, or any of their respective affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of the individuals named above arising out of any representations or warranties made herein or otherwise.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Ix Lp)
Knowledge Defined. All references in this Agreement to the “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall refer only to the actual knowledge of Xxx Xxxxx Xxxxxxxx, Xxxxx Vice President, Asset Management, and Xxxx Xxxxxx, Xxxxxxx Xxxxx (the property manager) and Xxxxxx Xxxxxxx (the asset manager) Vice President, Construction, who have been actively involved in the management of Seller’s business in respect of the Property in the capacities of representatives of BVT Management Servicescapacity as Asset Manager and Construction Manager, Inc.respectively, an affiliate of for Seller. The terms term PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 16 “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, beneficial owner, officer, director, agent, manager, representative or employee of Seller, or any of their respective affiliates, or to impose on any either of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of either of the individuals named above arising out of any representations or warranties made herein or otherwise.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Vii L P)
Knowledge Defined. All references in this Agreement to “the “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall refer only to the actual (and not constructive) knowledge of Xxx XxxxxxxxSxxxxx Xxxxx, Xxxxx XxxxxxTxx Xxxxxxxxx and Jxxx X. XxXxx, Xxxxxxx Xxxxx (the property manager) and Xxxxxx Xxxxxxx (the asset manager) who have each of whom has been actively involved in the management of Seller’s business in respect of the Property in the capacities of representatives Senior Property Manager, Senior Vice President and Senior Vice President, respectively, of BVT Management ServicesCousins, Inc., an affiliate of Sellerwithout inquiry or any imputed or constructive knowledge. The terms term “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, beneficial owner, officer, director, agent, manager, representative or employee of Seller, or any of their respective affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of the individuals named above arising out of any representations or warranties made herein or otherwise.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cousins Properties Inc)
Knowledge Defined. All references in this Agreement to the “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall refer only to the actual knowledge of Xxx Xxxxxxxx, Xxxxx Xxxx Xxxxxx, Xxxxxxx Regional Vice President of Property Management, and Xxxxx (the property manager) and Xxxxxx Xxxxxxx (the asset manager) who have Xxxxxxx, Senior Vice President, Real Estate Group each of whom has been actively involved in the management of Seller’s business in respect of the Property in the capacities set forth herein on behalf of representatives of BVT Management ServicesXxxxx Capital, Inc., an affiliate of Seller. The terms “knowledge of Seller” or “to Seller’s knowledge” or any words of similar import shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Seller, or any of their respective affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of the individuals named above arising out of any representations or warranties made herein or otherwise.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Iv L P)