Common use of Seller’s Knowledge Clause in Contracts

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 change. In the event a Notice of Inaccuracy is given by Seller to Buyer, the parties shall have the same rights and remedies as in the case of a Notice of Inaccuracy given by Buyer to Seller.

Seller’s Knowledge. As used herein, the phrase “Seller’s knowledge” or any derivation thereof shall mean the actual knowledge of: (i) of Xxxxxxxx X. Xxxxxxx, Senior Vice President of Duke Realty CorporationCorporation and Xxxxx Xxxxxx, 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 Vice President 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 theretoClosing. 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 Closingthe Closing Date, 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 Projectobligations, 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 change. In the event a Notice of Inaccuracy is given by Seller to Buyer, the parties shall have the same rights and remedies as in the case of a Notice of Inaccuracy given by Buyer to Seller.

Seller’s Knowledge. As used hereinXxxxx Xxxxx, the phrase “Seller’s knowledge” or any derivation thereof shall mean asset manager for the actual knowledge of: (i) Xxxxxxxx X. Property, and Xxxxx Xxxxxxx, Senior Vice President of Duke Realty CorporationSeller's property manager for the Property, and, (ii) as to each Project individually, each senior vice president of are the individuals associated with Seller that has primary responsibility for one or more Projects are most likely to have knowledge of any matters in this Agreement that are qualified to Seller’s Knowledge. At Closing, Seller shall deliver to Purchaser an instrument (with respect to “Representation Update”) which will include a statement setting forth in reasonable detail the Project or Projects for ways in which he or she has such responsibility)any of the foregoing representations and warranties are no longer true and accurate in all material respects, and all such individuals being officers of Duke Realty Corporation, the general partner of DRLP. It which shall be a condition limited to each Closing that matters discovered by Seller since the Effective Date and not resulting from Seller’s acts. If the representations and warranties of Seller contained in Article 14(c) this Agreement are no longer true and correct accurate in all material respects, Purchaser may, no later than the Closing, give notice to Seller terminating this Agreement, in which event Purchaser shall be entitled to the Xxxxxxx Money Deposit and all interest accrued thereon and, if the representations and warranties were not true and accurate 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 on the Effective Date and or became untrue or inaccurate in any applicable date material respect after the Effective Date as a result of ClosingSeller’s intentional acts after the Effective Date, 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 Purchaser shall be automatically extended entitled to recover its third party out-of-pocket expenses from Seller up to, but not to thirty (30) days in order to allow exceed, $100,000; provided Seller to cure such change if Seller electsmay, by written notice delivered to Buyer within five (5) business days after Sellerat its sole option, cancel Purchaser’s receipt termination 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 agreeing to Seller, however that reduce the Purchase Price by the amount of such partial termination shall only affect the Project for which a representation loss 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 change. In the event a Notice of Inaccuracy is given by Seller to Buyer, the parties shall have the same rights and remedies as in the case of a Notice of Inaccuracy given by Buyer to Sellerdamage.

Seller’s Knowledge. As used in this Section 6, the phrase “to the extent of Seller’s actual knowledge”, or similar “knowledge” qualifier, shall mean the actual knowledge of Xxxxxxx Xxxxxxxx who is Seller’s property manager and Yshia Xxxxx Xxxxxxx, Seller’s managing member (“Seller’s Representative”) who Seller represents is the person with knowledge of the matters represented. There shall be no duty imposed or implied to investigate, inspect or audit any such matters, and there shall be no personal liability on the part of Seller’s Representative. If Purchaser consummates the transaction which is the subject of this Agreement, it shall be conclusively deemed to have waived any breach by Seller of any covenant, representation or warranty under this Agreement of which Purchaser had actual knowledge prior to the Closing; Purchaser’s actual 10722467 knowledge shall be deemed to include any information contained in any documents, reports, surveys or other writing provided to, or obtained by Purchaser. Notwithstanding anything herein to the contrary, if the Closing occurs, then in no event shall Seller have any liability arising pursuant to or in connection with the covenants, representations and warranties of Seller under this Agreement unless: (i) the aggregate amount of all such claims exceeds $20,000.00; and (ii) written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of the Survival Period; and provided that Seller's maximum liability for all such claims shall be limited to the Cap (as hereinafter defined). As used herein, the phrase term “Seller’s knowledgeCap” or any derivation thereof shall mean the actual knowledge of: (i) Xxxxxxxx X. Xxxxxxxtotal aggregate amount of $669,000.00. Seller agrees not to dissolve and to retain not less than the Cap amount from the sale of the Property until the survival period has expired or such longer time if a claim has been asserted by Purchaser under this Section 6.B. No agent, Senior Vice President advisor, representative, affiliate, employee, director, partner, member, beneficiary, investor, servant, shareholder, trustee or other person or entity acting on Seller’s behalf or otherwise related to or affiliated with Seller, shall have any personal liability, directly, or indirectly, under or in connection with this Agreement or any agreement or other document made or entered into under or pursuant to the provisions of Duke Realty Corporationthis Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, (ii) as without limitation, all other persons and entities, shall look solely to each Project individuallySeller’s assets for the payment of any claim or for any performance, each senior vice president and Purchaser, on behalf 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)itself and its successors and assigns, hereby waives any 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”)personal liability. 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 provisions of this Agreement without any reduction in Section 6. B. shall survive the Aggregate Purchase PriceClosing. 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 change. In the event a Notice of Inaccuracy is given by Seller to Buyer, the parties shall have the same rights and remedies as in the case of a Notice of Inaccuracy given by Buyer to Seller.10722467

Seller’s Knowledge. As used herein, References to the phrase “knowledge” of Seller (“Seller’s knowledge” or any derivation thereof shall mean Knowledge”) means only the current actual knowledge of: of Xxx Xxxxxxxxx (i) Xxxxxxxx X. Xxxxxxxthe “Seller Knowledge Party”). Seller represents that as of the Effective Date of this Agreement, Senior Vice President of Duke Realty Corporation, and, (ii) as to each Project individually, each senior vice president of the Seller that has primary Knowledge Party is the person having either direct day-to-day 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 matters that are the subject of Duke Realty Corporation, the general partner of DRLP. It shall be a condition to each Closing that the representations and warranties contained that are made to Seller’s Knowledge in Article 14(cthis Agreement, or primary supervisory responsibility for such matters. The Seller Knowledge Party has no personal duty (imposed or implied) are true and correct to investigate, inspect or audit any files or documents in all material respects at Closing with respect the possession or control of Seller, or make any other inquiries, pertaining to the Projects applicable theretorepresentations or warranties made by Seller in Section 4.1 of this Agreement. In Purchaser acknowledges and agrees that, in no event will the event Seller Knowledge Party have any personal liability arising from a default by Seller under this Agreement, including, without limitation, any breach of a representation or warranty by Seller. To the extent that, prior to expiration of the Due Diligence Period, Purchaser is “deemed to know” (as such phrase is defined below) that any of Seller’s representations and warranties are inaccurate, untrue or incorrect in any way, then Seller’s representations and warranties shall be deemed modified to reflect Purchaser’s deemed knowledge. If, prior to Closing, either Seller or Buyer Purchaser obtains actual knowledge that any of said the representations or warranties becomes made in this Agreement are untrue, inaccurate between the Effective Date and any applicable date of Closingor incorrect, Seller or Buyer, as applicable, such party shall immediately notify give the other party in writing written notice not less than five (5) business days after its discovery of such change misrepresentation or breach of warranty (a “Notice but, in any event, prior to the Closing), and provided that the Closing may be adjourned to the extent 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 any discovery of any misrepresentation or breach of warranty within five (5) business days after of Closing to allow for not more than five (5) business days prior notice before the Closing. Purchaser will be “deemed to know”, or have “deemed knowledge” of, any fact, circumstance or information if (i) Purchaser or any of Purchaser’s Representatives has actual knowledge of a particular fact or circumstance or information that is inconsistent with any of 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 representations 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 terminationwarranties, or (bii) waive such right to terminate by proceeding with the Closing this Agreement, any documents delivered pursuant to the remaining terms and conditions Section 3.3 and/or Section 8.2 of this Agreement without Agreement, or any reduction reports prepared or obtained by Purchaser or any of Purchaser’s Representatives in the Aggregate Purchase Price. In the event Buyer elects option (b) in the preceding sentence, the connection with Purchaser’s due diligence disclose a particular fact or circumstance or contain information that is inconsistent with any of Seller’s representations and warranties shall be deemed to be automatically amended to reflect said change. In the event a Notice of Inaccuracy is given by Seller to Buyer, the parties shall have the same rights and remedies as in the case of a Notice of Inaccuracy given by Buyer to Sellerwarranties.

Seller’s Knowledge. As used herein, Any representation or warranty made to "Seller's knowledge," "to the phrase “best of Seller’s 's knowledge” ," "to the best of Seller's information and belief" or any derivation thereof similar knowledge qualification shall mean be deemed to mean, and shall be limited to, the actual knowledge of: (ias distinguished from implied, constructive or imputed knowledge) Xxxxxxxx X. Xxxxxxxof Jill Bennett, Senior Vice President Kelly Brannen and Jack Clark, employees of Duke Realty Corporationan affiliate xx Xxxxxx xr xxx xxxxxxxx managxx, and, xxx xxe Property (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"SELLER REPRESENTATIVE"), and all without such individuals being officers person having made or having any obligation to make any independent inquiry or investigation. Purchaser agrees that no Seller Representative shall have any personal liability arising out 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 made hereunder. If any applicable date of Closingrepresentation or warranty above is known by Purchaser prior to Closing to be untrue, Seller or Buyer, as applicable, Purchaser shall immediately notify the other party in writing Seller of such change (a “Notice Purchaser's discovery thereof, and if any breach 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 is not remedied by Seller is inaccurateprior to Closing, Purchaser may as Purchaser's sole and exclusive remedy, either (i) terminate this Agreement whereupon the Deposit shall be refunded to Purchaser, 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 neither party shall have no any further rights or obligations for such Projectpursuant to this Contract, except for those other than as set forth herein with respect to rights or obligations which expressly survive such termination, or (bii) waive such right to terminate by proceeding with its objections and close the Closing pursuant to the remaining terms and conditions of this Agreement transaction 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 change. In the event a Notice of Inaccuracy is given by Seller to Buyer, the parties shall have the same rights and remedies as in the case of a Notice of Inaccuracy given by Buyer to Seller.