Seller; Seller’s Knowledge Sample Clauses

Seller; Seller’s Knowledge. Whenever a representation is made to “Seller’s knowledge,” or a term of similar import, the accuracy of such representation shall be based solely on the actual, as distinguished from implied, imputed and constructive, knowledge, on the date that such representation or warranty is made, of Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx XxXxxxx, Xxxx Xxxx Xxxxxxxxx and Xxxxx Xxxxx, without inquiry or investigation other than verbal inquiry of the property manager for each Property, provided that there shall be no personal liability on the part of such individuals hereunder or on the part of the property manager. The representations and warranties of the Sellers set forth in Section 6.1 and the covenants and obligations of the Sellers to be performed prior to and/or after the Closing shall survive the Closing Date for a period of nine (9) months (“Survival Period”), subject to the provisions of Section 9.4 of this Agreement. If the Closing occurs, Purchaser shall be deemed to have unconditionally and irrevocably waived any claim against each Seller for any breach of a representation or warranty (absent fraud) or a breach of a pre-closing covenant or obligation of such Seller but in both cases only to the extent that Purchaser had knowledge of such breach prior to the Closing.
Sample 1
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Seller; Seller’s Knowledge. Whenever a representation is made to "Seller's knowledge", or a term of similar import, the accuracy of such representation shall be based solely on the actual knowledge of Celia R. Deluga ("Deluga") and Christine Holder ("Holder"), without ixxxxxxxxxx xxxxstixxxxxx or inqxxxx xxxxxx xxx inquiry of Seller's property manager for the Property. Deluga is an officer of an affiliate of a general partner of Seller wxx xxx had primary responsibility for the sale of the Property to Buyer. Holder is a regional manager of Gables Residential Services, Seller's property manager. Notwithstanding the foregoing, if, prior to the Closing, Buyer obtains actual knowledge that any representation or warranty of Seller is inaccurate and Buyer nonetheless proceeds with the Closing, Seller shall have no liability for any such matter regarding which Buyer had actual knowledge prior to Closing.
Sample 1
Seller; Seller’s Knowledge. Whenever a representation is made to “the Seller’s knowledge,” or a term of similar import, the accuracy of such representation shall be based solely on the actual knowledge of Xxxxxx X. English and Xxxx Xxxxxxxxx. The representations and warranties of Seller set forth in or made pursuant to this Agreement shall survive the Closing Date for a period of six (6) months, and no action or proceeding thereon shall be valid or enforceable, at law or in equity, if a legal proceeding is not commenced within that time. In any event, the total liability of Seller for any breach of a representation and/or warranty set forth in or made pursuant to this Agreement by Seller shall not, in the aggregate, exceed Fifty Thousand Dollars ($50,000), and Seller shall have no liability for consequential or punitive damages resulting from such breach. Seller shall have no liability for any breach of any representation or warranty set forth herein unless and until the aggregate amount of such liability exceeds Ten Thousand Dollars ($10,000). Notwithstanding the foregoing, if, prior to the Closing, Purchaser obtains actual knowledge that any representation or warranty of Seller is untrue and Purchaser nonetheless proceeds with the Closing, Seller shall have no liability for any such matter regarding which Purchaser had actual knowledge prior to Closing.
Sample 1
Seller; Seller’s Knowledge. Whenever a representation is made to Sellers knowledge, or a term of similar import, the accuracy of such representation shall be based solely on the actual knowledge of Rock XXxxxxx, without independent investigation or inquiry except for inquiry of Sellers property manager for the Property. Notwithstanding the foregoing, if, prior to the Closing, Buyer obtains actual knowledge that any representation or warranty of Seller is inaccurate and Buyer nonetheless proceeds with the Closing, Seller shall have no liability for any such matter regarding which Buyer had actual knowledge prior to Closing.
Sample 1

Related to Seller; Seller’s Knowledge

  • Seller’s Knowledge Whenever a representation is qualified by the phrase “to the best of Seller’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of the Designated Seller Representative, without independent investigation or inquiry. Purchaser acknowledges that the Designated Seller Representative is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from the Designated Seller Representative to Purchaser and Purchaser agrees that no Designated Seller Representative shall have any liability under this Agreement or in connection with the transactions contemplated hereby.

  • 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.

  • Schedules; Knowledge Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • 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.

  • By Sellers Sellers covenant and agree to defend, indemnify and hold harmless Purchaser, its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (collectively, the "Purchaser Indemnitees") from and against, and pay or reimburse the Purchaser Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by any Seller herein, or in any certificate delivered by an officer of any Seller pursuant hereto (a "Seller Certificate") or in any Collateral Agreement or in connection herewith or therewith; (ii) any failure of any Seller to perform any covenant or agreement hereunder or under any Collateral Agreement or fulfill any other obligation in respect hereof or of any Collateral Agreement; (iii) any and all Retained Liabilities or Retained Assets; (iv) any and all Taxes (other than payroll Taxes) of any Seller and all Affiliates thereof relating to or arising out of the Business accruing, or with respect to any event or time period occurring, at or prior to Closing; and (v) any and all liabilities in respect of employees of Seller or its Affiliates or Plans except to the extent assumed by Purchaser pursuant to Section 4.3. Cap on Sellers' Indemnification Obligations. Sellers' obligation to indemnify Purchaser Indemnitees pursuant to this Agreement, any Seller Certificate or any Collateral Agreement for breaches or inaccuracies of representations or warranties, and for breaches or failures to perform covenants or agreements or to fulfill any other obligations set forth in this Agreement (except for (x) the Seller Surviving Covenants, and (y) solely to the extent expressly contemplated by this Section 8.9(a), the Environmental Covenants (as defined in this Section 8.9(a))), in any Seller Certificate or in any Collateral Agreement, shall not exceed the amount of funds held in the Escrow Account at the time such claims

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

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