Common use of Knowledge Defined Clause in Contracts

Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the actual knowledge of the Designated Employee and shall not be construed, by imputation or otherwise, to refer to the knowledge of any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller or to impose upon such Designated Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to Xxxxxx X. Xxxxxxxxx, Seller’s asset manager for the Property, and Xxxxxxx Xxxxxx, the employee of Seller with primary responsibility for coordinating the transactions contemplated herein.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Behringer Harvard Reit I Inc)

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Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the current actual knowledge of the Designated Employee Employees (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller thereof or to impose upon such Designated Employee Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to the following persons: Xxxxx Xxxxxxxx, Xxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx X. Xxxxxxxxx, Seller’s asset manager for the Property, and Xxxxxxx Xxxxxx, the employee of Seller with primary responsibility for coordinating the transactions contemplated herein.

Appears in 1 contract

Samples: Purchase and Sale Contract (Cousins Properties Inc)

Knowledge Defined. References to the "knowledge” or “best knowledge” " of Seller or words of similar import shall refer only to the current actual knowledge of the Designated Employee Employees (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller thereof or to impose upon such Designated Employee Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term "Designated Employees" shall refer to Xxxxxx X. XxxxxxxxxXxxxxxx Xxxx, Seller’s the current asset manager for the Property, and Xxxxxxx Xxxxxx, the employee previous asset manager of Seller with Seller, each of whom has or had primary business responsibility for coordinating the transactions contemplated hereinProperty.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Maguire Properties Inc)

Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the current actual knowledge of the Designated Employee Employees (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller thereof or to impose upon such Designated Employee Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to Xxxxxx X. Xxxxxxxxxthe following persons: Xxxxx Xxxxxxxx, Seller’s asset manager for the Property, and Xxxxxxx Xxx Xxxxxx, the employee of Seller with primary responsibility for coordinating the transactions contemplated hereinXxxx Xxxxx, Xxxx Xxxxxx and Xxx Xxxxxx.

Appears in 1 contract

Samples: Purchase and Sale Contract (Cousins Properties Inc)

Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the actual knowledge of the Designated Employee (as hereinafter defined) and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller thereof or to impose upon such Designated Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated EmployeesEmployee” shall refer to Xxxxxx X. Xxxxxxxxxthe following person: Xxxxx Xxxxx, a Director of Asset Management for Seller’s asset manager for the Property, and whose address is 0000 Xxx Xxxxxxx XxxxxxXxxxxxx, the employee of Seller with primary responsibility for coordinating the transactions contemplated hereinXxxxx 000, Xxxxxxxx, Xxxxxxx 00000.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Fund Viii Lp)

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Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the actual present, conscious knowledge of the Designated Employee Seller Knowledge Individuals (as hereinafter defined) and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Sellerits affiliates, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller its affiliates or to impose upon such Designated Employee Seller Knowledge Individuals any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated EmployeesSeller Knowledge Individuals” shall refer to the following persons: (a) Xxxxx X. Xxxxxx, (b) Xxxxxx X. Xxxxxxxxx, Seller’s asset manager for and (c) Xxxxxxxx X. Xxxxxx. The Seller Knowledge Individuals are the persons employed by or on behalf of Seller who have the most knowledge of matters relating to the Property, and Xxxxxxx Xxxxxx, the employee of Seller with primary responsibility for coordinating the transactions contemplated herein.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Material Sciences Corp)

Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the actual knowledge of the Designated Employee (as hereinafter defined), and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller thereof or to impose upon such Designated Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated EmployeesEmployee” shall refer to Xxxxxx X. XxxxxxxxxXxxxx Xxxxx, Senior Vice President, Asset Management, who is hereby represented by Seller to be the person in Seller’s asset manager for employ or under its control most likely to have direct knowledge of the Property, and Xxxxxxx Xxxxxx, the employee of Seller with primary responsibility for coordinating the transactions contemplated hereinmatters represented by Seller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Fund Viii Lp)

Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the actual knowledge of the Designated Employee Employees, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate of Seller thereof or to impose upon such Designated Employee Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated EmployeesEmployee” shall refer to the following persons: Xxxxxx X. XxxxxxxxxXxxxxx, Associate, Asset Manager, who has been actively involved in the management of Seller’s asset manager for business with respect to the Property, and Xxxxxxx XxxxxxXxx Xxxxxxx, the employee of Seller former Asset Manager with primary responsibility for coordinating respect to the transactions contemplated hereinProperty.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Fund Ix Lp)

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