Seller’s Knowledge Representations Clause Samples
The Seller’s Knowledge Representations clause defines the extent to which the seller is responsible for the accuracy of statements or disclosures made in a transaction, based on what the seller actually knows or should reasonably know. In practice, this clause limits the seller’s liability to facts and information within their actual or constructive knowledge, often specifying key individuals whose knowledge is relevant. Its core function is to allocate risk by clarifying that the seller is not guaranteeing information outside their awareness, thereby protecting the seller from liability for unknown or undiscoverable issues.
Seller’s Knowledge Representations. To Seller’s Knowledge:
(a) Except as listed in Exhibit J attached hereto and incorporated herein by this reference, Seller has not received any written notice of any current or pending litigation against Seller (including, but not limited to, condemnation proceedings against the Property) which would, in the reasonable judgment of Seller, if determined adversely to Seller, materially adversely affect the Property.
(b) As of the date of this Agreement, Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit B attached hereto, (ii) the Leases, and (iii) liens, encumbrances, covenants, conditions, restrictions, easements and other matters of record.
(c) Except for defaults cured on or before the date hereof, Seller has not received any written notice of default under the terms of any of the Contracts except as listed in Exhibit J attached hereto.
(d) Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit J attached hereto, as of the date of this Agreement, Seller has not received any written notice from any governmental authority of any violation of any zoning Law applicable to the Property.
(e) No petition has been filed by Seller, nor has Seller received written notice of any petition filed against Seller, under the Federal Bankruptcy Code or any similar Law.
(f) As of the date of this Agreement, except as listed in Exhibit J attached hereto and except for violations that have been cured, Seller has not received any written notice from any insurance company that carries any of Seller’s insurance with respect to the Property that any portion of the Property violates any building, fire, or health code, statute, ordinance, rule or regulation applicable to the Property.
(g) Seller has not entered into any agreements currently in effect pursuant to which Seller has granted any rights of first refusal to purchase all or any part of the Property, options to purchase all or any part of the Property or other rights whereby any individual or entity has the right to purchase all or any part of the Property (except for this Agreement and any options to purchase the Property or a portion thereof that may be contained in any of the Leases).
(h) Except as listed in Exhibit J attached hereto and incorporated herein by this reference, there are no claims, actions, suits, or proceedings by any emp...
Seller’s Knowledge Representations. To Seller’s knowledge:
(i) Except as listed in Exhibit K attached hereto, Seller has not received any written notice of any current or pending litigation against Seller which would, in the reasonable judgment of Seller, if determined adversely to Seller, materially adversely affect the Property.
(ii) Seller has not entered into any contracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit B attached hereto, (ii) the Leases, and (iii) liens, encumbrances, easements, restrictions, covenants, agreements and other matters of record.
(iii) Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit K attached hereto, Seller has not received any written notice from any governmental authority of any violation of any zoning Law applicable to the Property.
(iv) Except as a result of loan instruments securing a loan that will be paid in full by Seller at or prior to Closing and except as set forth in Exhibit K attached hereto, the Personal Property to be transferred to Buyer is free and clear of liens, security interests and other encumbrances arising by, through or under Seller.
(v) Seller has not received any notice of any current or pending assessment for public improvements with respect to the Real Property which would be due and payable, in whole or in part, after the Closing Date.
Seller’s Knowledge Representations. To Seller’s Knowledge:
Seller’s Knowledge Representations. To Seller's Knowledge: (a) As of the Effective Date, except as listed in Exhibit K attached hereto, Seller has not received any written notice of any current or pending litigation against Seller or the Property (including, without limitation, any condemnation, eminent domain or similar proceedings with respect to all or any portion of the Property) which would adversely affect the Property or its operation or Seller’s ability to consummate the Transaction.