THE PURCHASER'S KNOWLEDGE Sample Clauses

THE PURCHASER'S KNOWLEDGE. References in this Agreement to “the Purchasers’ knowledge” or “to the knowledge of the Purchasers” mean the actual knowledge of: (i) the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (or the equivalent positions) of each of the Purchasers, and (ii) the senior-most officers or employees of the Purchasers, or affiliates thereof, primarily responsible for the applicable subject matter, as referenced herein, all without independent investigation. No constructive or imputed knowledge shall be attributed to any such individual by virtue of any position held, relationship to any other Person or for any other reason.
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THE PURCHASER'S KNOWLEDGE. GEC shall not be liable under the Warranties to the extent that the Purchaser or any member of the Purchaser's Group (as the same is constituted on the date hereof) or any of their respective relevant employees or agents had knowledge on the date hereof of the matters forming the basis of the claim. For the purposes of this paragraph 10, the Purchaser or any member of the Purchaser's Group at the date hereof or any of their respective employees or agents shall be deemed to have knowledge of the matters forming the basis of the relevant claim only if and to the extent that the employees or agents of the Purchaser or relevant member of the Purchaser's Group were given access to any document or other source of information which fairly disclosed such fact or from which such fact was apparent provided that no person shall be deemed to have knowledge of any matter to the extent that the person who was given access to the relevant document or other source of information could not reasonably be considered to be capable of assessing the significance of such matter.
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THE PURCHASER'S KNOWLEDGE. (A) GEC shall not be liable under the Warranties or the Environmental Deed to the extent that the Purchaser or any member of the Purchaser's Group at the date hereof or any of their respective employees, advisers or agents had knowledge at the date hereof of the matters forming the basis of the claim. For the purposes of this paragraph 3.9(A), the Purchaser or any member of the Purchaser's Group at the date hereof or any of their respective employees, advisers or agents shall be deemed to have knowledge of the matters forming the basis of the relevant claim if and to the extent that the employees, advisers or agents of the Purchaser or relevant member of the Purchaser's Group were given access to any document or other source of information which fairly disclosed such fact or matter and the relevant employee, adviser or agent of the Purchaser or of the relevant member of the Purchaser's Group was of the appropriate seniority to be given such access and such fact or matter was reasonably within such person's area of skill, experience or competence.
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THE PURCHASER'S KNOWLEDGE. GEC shall not be liable under the Warranties to the extent that any of Randy Peeler, Tom Ellis, John McCann, Larry Gunning, Vijay Tharani or Jeff Zimmerman had actual knowledge at the date hereof of the matters forming the basis of the claim.
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Related to THE 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • 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.

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