Seller’s Actual Knowledge. The Parties hereby acknowledge and agree that references in this Agreement to "Seller's actual knowledge" or "to the best of Seller's actual knowledge" shall be deemed to mean the actual knowledge of Seller, its respective agents, officers, directors, employees and attorneys.
Seller’s Actual Knowledge. As used in this Agreement, the terms "Seller's actual knowledge", "Seller's Knowledge" or equivalent language shall mean and apply to the actual, conscious knowledge of Xxxxxx X. Xxxxxx and Xxxxxxxxxxx Xxxxxxxx, who are the current officers and responsible employees of Seller who are directly engaged in the operation and sale of the Property and not to any other persons; it being understood and acknowledged that such officers and responsible employees are not charged with knowledge of all of the acts and/or omissions of the Property management company managing the day to day operations or the predecessors in title to the Property or the acts and/or omissions of Seller's agents or other officers or employees. Such term shall not include a duty to inquire or investigate any facts or information with respect to the Property, and shall not apply to or be construed to apply to information or material which may be in the possession of Seller generally or incidentally, but which is not actually known to the officers and responsible employees of Seller who are directly engaged in the sale and purchase transaction described herein.
Seller’s Actual Knowledge. For purposes of this Lease, Xxxxxx’s “actual knowledge” and “Seller’s knowledge”, or words of similar effect, means the actual knowledge without duty of inquiry of Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx XxXxxxxx, Xxxxxxx Xxxxxx, and Xxx Xxxxxxx, and not mere constructive knowledge of any of the foregoing or the actual or constructive knowledge of any other person, including, without limitation, any other officer, director, employee, attorney, accountant, agent or consultant of Seller.
Seller’s Actual Knowledge. For purposes of this Agreement, wherever the term "BEST OF SELLER'S Knowledge" or words of similar import are used, it shall be deemed to mean the actual knowledge of Xxxxxx Xxxxxxxxxx, at the Effective Date without any obligation on his part to investigate such matter. Notwithstanding anything herein to the contrary, the representations and warranties contained in this ARTICLE V shall survive the Closing hereunder for a period of one (1) year only.
Seller’s Actual Knowledge. For the purpose of this Agreement, the phrase "Seller's knowledge" or "Seller's actual knowledge" means (a) facts that are actually known to VCIA or RTLV (as the case may be) and shall not include facts that on any theory of law might be attributable to VCIA or RTLV (as the case may be) by reason of a principal-agent or other similar relationship but which are not actually known to VCIA or RTLV (as the case may be), and (b) without inquiry, so that VCIA or RTLV (as the case may be) shall not be required to have performed any due diligence, other than review of their files as to the subject matter of the representations or warranties contained herein, with respect to the matters covered by this Agreement.
Seller’s Actual Knowledge. The phrase “Seller’s Actual Knowledge” or words of similar meaning shall mean the actual, and not constructive, knowledge of Xxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxx, and Xxxxxxxxxx Xxxxxxx, without duty to inquire or investigate as to any matter or condition outside of the scope of their ordinary duties (or as otherwise limited in Section 5.1). Seller represents to Buyer that such named individuals are the persons with the most knowledge of the Property. Notwithstanding anything to the contrary, none of the foregoing individuals shall have any personal liability with respect to any matters set forth in this Agreement or any of Seller’s representations or warranties solely as the result of being named as a knowledge party.
Seller’s Actual Knowledge. The terms “Seller’s Knowledge” and “Seller’s Actual Knowledge,” and terms of similar import, shall mean the actual current (and not constructive) knowledge of Xxxx Xxxxxxxx, the Treasurer of Seller, and, for purposes of Section 8.1(m), Xxxxxxx Xxxxxx without any independent inquiry or investigation; provided, however that neither Xxxx Xxxxxxxx, nor Xxxxxxx Xxxxxx shall have any personal liability in connection with any representations or warranties of Seller hereunder. Seller represents and warrants to Buyer that Xxxx Xxxxxxxx and Xxxxxxx Xxxxxx have significant knowledge with respect to the Real Property.
Seller’s Actual Knowledge. For the purpose of this Agreement, (a) the phrase "Seller's knowledge" or "Seller's actual knowledge" means the Actual Knowledge of the Identified Persons and (b) "Seller's best knowledge" means Actual Knowledge of the Identified Persons after due diligence on their part.
Seller’s Actual Knowledge. Any and all uses of the phrase, “to Seller’s Actual Knowledge” or other references to Seller’s knowledge in this Agreement, shall mean the actual knowledge of any of Xxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxx Xxxxx and Xxxxx Xxxxxx (the “Seller Knowledge Individuals”) as to a fact pertaining to Seller or any of the Ranger Subsidiary Entities at the time given. Seller hereby represents and warrants to Purchaser that, as of the date hereof and as of Closing, the Seller Knowledge Individuals are the individuals who have knowledge with respect to the representations and warranties set forth in this Agreement.
Seller’s Actual Knowledge. For the purpose of this Agreement, the ------------------------- phrase "Seller's knowledge" or "Seller's actual knowledge" means the actual knowledge of the President of City Hotels USA and Heritage Hotel, Inc., the President of C.H. Corp., the Senior Vice President and Director of Operations of City Hotels USA, the Chief Financial Officer of City Hotels USA, and the Hotel's General Manager ("Identified Persons"). "Actual knowledge" shall mean (a) facts that are actually known to the Identified Persons and shall not include facts that on any theory of law might be attributable to Seller or the Identified Persons by reason of a principal-agent or other similar relationship but which are not actually known to the Identified Persons; and (b) without inquiry, so that neither Seller nor the Identified Persons shall be required to have performed any due diligence, other than review of their files as to the subject matter of the representations or warranties contained herein, with respect to the matters covered by this Agreement.
