Seller’s Actual Knowledge Clause Samples

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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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. The phrase “Seller’s Actual Knowledge” or words of similar meaning shall mean the actual, and not constructive, knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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. 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.

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 ▇▇▇▇ ▇▇▇▇▇▇▇▇, the Treasurer of Seller, and, for purposes of Section 8.1(m), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ without any independent inquiry or investigation; provided, however that neither ▇▇▇▇ ▇▇▇▇▇▇▇▇, nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have any personal liability in connection with any representations or warranties of Seller hereunder. Seller represents and warrants to Buyer that ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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. The term “to Seller’s current actual knowledge” shall mean the

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 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (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 purposes of this Agreement, the term "actual knowledge" when used in regard to Seller shall mean the actual knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the President of Northgate ▇▇▇▇▇▇▇▇ RE, LLC, a California limited liability company, which is Seller's sole general partner.

Seller’s Actual Knowledge. (a) Whenever a representation is qualified by the phrase “to Seller’s Actual Knowledge”, “to Seller’s knowledge” or 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 Seller Knowledge Parties, without investigation or inquiry. Buyer acknowledges that the Seller Knowledge Parties are 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 Seller Knowledge Parties to Buyer and ▇▇▇▇▇ agrees that none of the Seller Knowledge Parties shall have any personal or other liability under this Agreement or in connection with the Transaction.