Seller’s Knowledge. For purposes of this Agreement and any document delivered at Closing, whenever the phrase “to the best of Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to mean and are limited to the current actual knowledge only of Xxxxx Xxxxxx, at the times indicated only, and not any implied, imputed or constructive knowledge of such individual(s) or of Seller or any Seller Related Parties (as defined in Section 3.7 below), and without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Due Diligence Materials. Furthermore, it is understood and agreed that such individual(s) shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.
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.
Seller’s Knowledge. For purposes of this Agreement, the term “Seller’s knowledge” or words of similar import shall mean and refer solely to the actual knowledge of the following representatives of Seller without duty of investigation or inquiry on the part of any of them: Kxx Xxxxxxx, Cxxxx Xxxxx, Cxxx Xxxxxxx, Txx Xxxx and Bxxxx Xxxxx.
Seller’s Knowledge. Wherever the phrase “to Seller’s actual knowledge” or any similar phrase stating or implying a limitation on the basis of knowledge appears in this Agreement in respect of a Seller, such phrase means only the present actual knowledge of Xxxxxxx Xxxxxxx of WRIT, without any duty of inquiry (except inquiry of any third party property managers), any imputation of the knowledge of another, or independent investigation of the relevant matter by any individual(s), and without any personal liability. Wherever the phrase “in Seller’s possession”, “in the possession of Seller” or similar phrase appears in this Agreement, such phrase shall be deemed to mean only to the extent the material or other item referred to by such phrase is located at a Property, in the Sellers’ offices in Rockville, Maryland or in Sellers’ electronic files.
Seller’s Knowledge. As used herein, “Sellers’ knowledge” or the “Knowledge of Sellers” means the actual knowledge of Xxxx Xxxxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxxxxx or Xxxxx Xxxx.
Seller’s Knowledge. The Seller is not aware of any matter or thing that is or may be inconsistent with the Buyer's Warranties.
Seller’s Knowledge. If after the date of this Agreement, Seller obtains knowledge of any fact which results in any representation or warranty of Buyer contained herein being inaccurate in any respect, Seller will promptly provide Buyer with written notice thereof.
Seller’s Knowledge. As used herein, the phrase “Seller’s knowledge” or any derivation thereof shall mean the actual knowledge of: (i) Xxxxxxxx X. Xxxxxxx, Senior Vice President of Duke Realty Corporation, and, (ii) as to each Project individually, each senior vice president of Seller that has primary responsibility for one or more Projects (with respect to the Project or Projects for which he or she has such responsibility), and all such individuals being officers of Duke Realty Corporation, the general partner of DRLP. It shall be a condition to each Closing that the representations and warranties contained in Article 14(c) are true and correct in all material respects at Closing with respect to the Projects applicable thereto. In the event that Seller or Buyer obtains actual knowledge that any of said representations or warranties becomes inaccurate between the Effective Date and any applicable date of Closing, Seller or Buyer, as applicable, shall immediately notify the other party in writing of such change (a “Notice of Inaccuracy”). The Closing for the applicable Project shall be automatically extended up to thirty (30) days in order to allow Seller to cure such change if Seller elects, by written notice delivered to Buyer within five (5) business days after Seller’s receipt of a Notice of Inaccuracy. In the event Seller so cures such change by the applicable date of Closing (as the same may be extended pursuant to this Article 14), this Agreement shall remain in full force and effect. If Seller does not cure such change by the applicable date of the Closing (as the same may be extended pursuant to this Article 14), Buyer may either (a) partially terminate this Agreement by written notice to Seller, however that such partial termination shall only affect the Project for which a representation or warranty of Seller is inaccurate, and this Agreement shall otherwise continue in full force and effect, in which case the portion of the Xxxxxxx Money applicable to such Project shall be returned to Buyer and the parties shall have no further rights or obligations for such Project, except for those which expressly survive such termination, or (b) waive such right to terminate by proceeding with the Closing pursuant to the remaining terms and conditions of this Agreement without any reduction in the Aggregate Purchase Price. In the event Buyer elects option (b) in the preceding sentence, the representations and warranties shall be deemed to be automatically amended to reflect said...
Seller’s Knowledge. As used in this Contract, "Seller's Knowledge" means the current actual knowledge of Xxx Xxxxx, who is the asset manager of one of the equity owners of Seller, and Xxxxx Xxxxxxxx, who is the asset manager of one of the equity owners of Seller (collectively if one or more the "Seller Representative") without any investigation or inquiry and without regard to the knowledge of any former or other employees, agents or contractors of Seller. The Seller Representative shall not have any personal liability whatsoever for the representations made herein or for any other matters relating to this Contract. Purchaser acknowledges that the Seller Representative's current actual knowledge regarding the foregoing matters may be limited.
Seller’s Knowledge. For purposes of this Agreement, whenever the phrase “to Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they will be deemed to mean and are limited to the current actual knowledge only of Xxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxx without inquiry, and not any implied, imputed or constructive knowledge of such individual or of Seller; it being understood and agreed that such individual will have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.
