Seller; Seller’s Knowledge Clause Samples
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 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, 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.
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 i▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇sti▇▇▇▇▇▇ or inq▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ inquiry of Seller's property manager for the Property. Deluga is an officer of an affiliate of a general partner of Seller w▇▇ ▇▇▇ 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.
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 ▇▇▇▇▇▇▇, 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.
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 ▇▇▇▇▇▇ ▇. English and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. 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.