Seller’s Knowledge; Purchaser’s Knowledge Sample Clauses

Seller’s Knowledge; Purchaser’s Knowledge. Whenever a representation is qualified by the phrase “to 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 Xxxxxxx X. Xxxx or Xxxxxx Xxxxxx, based upon inquiry of Seller’s financial and legal staff. Whenever a representation is qualified by the phrase “to Purchaser’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 Xxxx Xxxxxxx and Young K. Park based on inquiry of Purchaser’s financial and legal staff.
Sample 1
AutoNDA by SimpleDocs
Seller’s Knowledge; Purchaser’s Knowledge. Whenever a representation is qualified by the phrase “to the best of Sellers’ knowledge”, “to the best of any 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 Xxxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxx, Xxxx Xxxxxx, Xxxx XxXxxxxx and Xxxxx Xxxxx with due inquiry (provided, that, such due inquiry shall not be deemed to require the Sellers to (a) make specific inquiry of any Tenant, any Guarantor, any insurance company, any Governmental Authority and/or any of the other Seller Parties, (b) make any search of any public records or (c) investigate any of the Properties). Notwithstanding anything to contrary set forth herein, (i) prior to the execution and delivery of this Agreement, the Sellers did not make any independent review or investigation of any public records relating to any Tenant or any Guarantor and/or any public filings made by any Tenant or any Guarantor (including, without limitation, copies of any public filings that may have been delivered to any of the Sellers by any Tenant or any Guarantor or otherwise obtained by Sellers) and (ii) the Purchaser acknowledges that the Sellers had no obligation to review any such public records and/or public filings and in no event shall the Sellers be imputed to have any knowledge of the information set forth therein. Whenever a representation is qualified by the phrase “to the best of the Purchaser’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 Xxxx Xxxxx with due inquiry.
Sample 1
Seller’s Knowledge; Purchaser’s Knowledge. (i) As used in this Agreement, "
Sample 1

Related to Seller’s Knowledge; Purchaser’s Knowledge

  • Purchaser’s Knowledge The Sellers shall not be liable for any Claim if and to the extent that the Purchaser or any of its Representatives is aware at the date of this Agreement of the fact, matter, event or circumstance which is the subject matter of the Claim.

  • 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 Cxxxx Xxxxx, Kxxxx Xxxxxx and Txx Xxxxxxxxxx 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.

  • Buyer’s Knowledge Buyer has no knowledge of any fact which results in any representation or warranty of Seller in Article 6 being breached. If after the date of this Agreement, Buyer obtains knowledge of any fact which results in any representation or warranty of Seller being breached, Buyer will promptly furnish Seller written notice thereof.

  • Knowledge of Seller Where any representation or warranty contained in this Agreement is expressly qualified by reference to knowledge, Seller confirms that it has made or caused to be made due and diligent inquiry as to the matters that are the subject of such representations and warranties.

  • 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.

  • Definition of Seller’s Knowledge Any representations made “to Seller’s knowledge” shall not be deemed to imply any duty of inquiry. For purposes of this Contract, the term “to Seller’s knowledge” shall mean and refer only to actual knowledge of the Designated Representative of the Seller and shall not be construed to refer to the knowledge of any other partner, officer, director, agent, employee or representative of the Seller, or any affiliate or parent of the Seller, or to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such Designated Representative any individual personal liability. As used herein, the term Designated Representative shall refer to Xxxxxxx Xxxxxxx who is the District Manager of Seller’s property manager with supervisory responsibility for the Property.

  • Knowledge of the Company The term “Knowledge of the Company” shall mean the actual knowledge of the Company and the Sellers, with respect to the matter in question, and such knowledge as any of them reasonably should have obtained upon commercially reasonable inquiry of employees and contractors of the Company into the matter in question.

  • Best Knowledge Best Knowledge" shall mean both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

  • Officer's Knowledge of Default Upon any Executive Officer of the Borrower obtaining knowledge of any Default or Event of Default hereunder or under any other obligation of the Borrower or any Subsidiary to any Lender, or any event, development or occurrence which could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative to promptly notify the Administrative Agent of the nature thereof, the period of existence thereof, and what action the Borrower or any Subsidiary proposes to take with respect thereto.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.