To Seller’s Knowledge Sample Clauses
The "To Seller’s Knowledge" clause limits the seller’s representations and warranties to only what the seller actually knows or should reasonably know at the time of the agreement. In practice, this means that if an issue arises that the seller was genuinely unaware of, they may not be held liable for failing to disclose it. For example, if the seller represents that there are no environmental violations on a property, this statement is only as accurate as the seller’s knowledge allows. This clause serves to protect the seller from liability for unknown or undiscoverable issues, ensuring that their obligations are fair and based on what they could reasonably be expected to know.
To Seller’s Knowledge. (A) there are no violations, or threatened or pending violations, of any laws, statutes, ordinances, rules or regulations with respect to the Property open, noticed or existing; and (B) except as disclosed in the Seller Information, no litigation, condemnation proceedings, eminent domain proceedings or similar actions or proceedings are now pending or threatened against the Property, or which could result in any judgment lien against the Property; nor does Seller know of or have reasonable grounds to know of any basis for any such violation, action, or claim.
To Seller’s Knowledge. Seller has not received any written notice of a claim of a default by Seller under any Other Lease that has not been cured with such cure having been accepted by the applicable tenant as satisfactory.
To Seller’s Knowledge. (i) the conduct of the Radiopharmacy Business as currently conducted, does not infringe, misappropriate, dilute or otherwise violate the Intellectual Property of any Person; and (ii) no Person is infringing, misappropriating or otherwise violating any material Assigned Intellectual Property. Notwithstanding anything to the contrary in this Agreement, this Section 4.7 constitutes the sole representation and warranty of the Seller under this Agreement with respect to any actual or alleged infringement, misappropriation or other violation by Seller of any Intellectual Property of any other Person.
To Seller’s Knowledge. As used herein, the phrase “to Seller’s Knowledge” and words of similar import shall mean the actual, current knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, without any independent investigation and does not include any imputed or constructive knowledge that may be attributed to such individual(s).
To Seller’s Knowledge. Seller represents to Purchaser that the individuals identified in the definition of "To Seller's Knowledge" in Section 1.1 of this Agreement are the senior individuals employed by ▇▇▇▇ ▇▇▇▇ Realty most likely to have present actual knowledge of the representations and warranties made in this Agreement.
To Seller’s Knowledge. POMI and each Property Owner has (i) timely and properly filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so), and all such returns and reports are accurate and complete in all material respects, and (ii) paid (or had paid on its behalf) all Taxes as required to be paid by it.
To Seller’s Knowledge. (a) the operations of Seller complies with all Environmental Laws; (b) Seller is not subject to any outstanding Order respecting (i) Environmental Laws, (ii) Remedial Action, or (iii) any Release or threatened Release of a Hazardous Material; (c) there has been no Release by Seller of any Hazardous Materials; (d) there are no pending or, threatened Proceedings, of any nature, resulting from any Environmental Law, with respect to or affecting the Seller; and (e) Seller has obtained and complied with, and is in compliance with in all material respects, all Governmental Authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of the Business. Notwithstanding the generality of any other representation or warranty in this Agreement, the representations and warranties contained in Section 3.11 shall be deemed to contain the only representations and warranties in this Agreement with respect to Environmental Laws and Hazardous Materials.
To Seller’s Knowledge. The term "To Seller's Knowledge" shall mean the present actual (as opposed to constructive or imputed) knowledge solely of Tom ▇▇▇▇▇▇▇, ▇▇set Manager for the Property and Kurt ▇▇▇▇▇▇▇, ▇▇operty Manager for the Property, without independent investigation or inquiry whatsoever.
To Seller’s Knowledge. Seller has provided to Buyer a true and complete copy of each License and Permit including all amendments or modifications thereto which are material to the operation of the Property. Seller has not received any written notice from any Governmental Authority or other Person of any violation, suspension, revocation or non-renewal of any Licenses and Permits with respect to the Property that has not been cured or dismissed.
To Seller’s Knowledge there is not any fact or circumstance which may cause the Group Companies to file or encounter any action or arbitration, and there is not any action or arbitration against any person which cause the Group Companies to be liable for any act or omission of such person.