Purchaser Knowledge Party definition

Purchaser Knowledge Party means an appropriate executive officer of the Purchaser.
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Purchaser Knowledge Party means the then actual current conscious knowledge, without any duty of investigation or inquiry, of Carter R. Todd, Key Foster and Bennett Westbrook.
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Purchaser Knowledge Party shall have the meaning given such term in Section 6.1(v).
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Examples of Purchaser Knowledge Party in a sentence

  • To the extent that any Purchaser Knowledge Party currently has or hereafter obtains, prior to the date that is three (3) business days prior to the expiration of the Due Diligence Period, Actual Knowledge that any of Seller’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect the Actual Knowledge of such Purchaser Knowledge Party.

  • The TIA thus committed Northwest, among other things, to utilize the Aircraft in a manner that would allow GFCC to obtain its anticipated tax benefits, which Northwest was not likely to be able to use on its own behalf.

  • To the extent that the Purchaser receives notice in writing or any Purchaser Knowledge Party actually knows at or prior to the Principal Closing or any Deferred Closing that any of CFCL's representations and warranties that are required to be made on such Closing Date are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect the Purchaser's knowledge.

  • Many seniors, as do all, rely on such for information & the level of anxiety was very high.

  • Purchaser’s election or deemed election to Close on the Closing Date notwithstanding such knowledge, discovery or disclosure to or by a Purchaser Knowledge Party of the untruth of any representation or warranty shall be deemed an unconditional election to waive any right to make any claim on account of such untruth and Seller shall have no liability for any of such matters upon such waiver.

  • The parties hereby agree that recourse under this Agreement is limited to Purchaser and no claim will be made against Xxxxxxx Tennis or Xxxxx Xxxx individually or in each of his/her capacity as the Purchaser Knowledge Party.

  • For purposes of this Section 4.6(f), any Required Estoppel to be received shall satisfy the requirement set forth above if such estoppel discloses no material adverse matters (excluding any matters actually known to any Purchaser Knowledge Party (defined below) as of the Effective Date) and (A) is in substantially the form attached to the applicable Operating Agreement or otherwise satisfies the estoppel requirements under such agreement, or (B) is in substantially the form attached as Exhibit I.


More Definitions of Purchaser Knowledge Party

Purchaser Knowledge Party means Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx Xxx and Xxxxxxxx Sheer.
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Purchaser Knowledge Party means Xxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and the Hotel’s general manager; and (ii) “Actual Knowledge” shall not include constructive knowledge and shall not imply or require that any investigation or inquiry has been or must be conducted, Seller hereby acknowledging that “Actual Knowledge” means only current, actual knowledge and no knowledge of any person other than a Purchaser Knowledge Party shall be imputed to any Purchaser Knowledge Party. If Purchaser terminates this Agreement prior to the expiration of the Due Diligence Period as a result of a material modification to one or more of Seller’s representations and warranties pursuant to this Section 6.1(v), Purchaser shall be entitled to recover its out-of-pocket costs from Seller as provided in Section 10.1(a)(i) to the same extent as if such representation(s) or warranty(ies) had been modified pursuant to this Section 6.1(v) after the expiration of the Due Diligence Period.
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Purchaser Knowledge Party means the actual knowledge of Michael R. Stanfield, Kenneth D. Schwarz and John M. Casxx, xxxxxxxxxxxx xxx cxxxxxxxxxxx.
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Purchaser Knowledge Party means the individuals listed on Schedule 10.5(e).
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Purchaser Knowledge Party means the then actual current conscious knowledge, without any duty of investigation or inquiry, of Cxxxxx X. Xxxx, Key Fxxxxx and Bxxxxxx Xxxxxxxxx.
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Purchaser Knowledge Party shall have the meaning given to such term in Section 13(d) hereof.
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Related to Purchaser Knowledge Party

  • Purchaser’s Knowledge means the actual knowledge, without inquiry, of Mxxxxx Xxxxx or Gxxxxx Xxxxxxx.

  • Seller’s Actual Knowledge means the current, actual, personal knowledge of Xxxx Xxxxxxx as President of Seller, without any duty of investigation or inquiry and without imputation of any other person’s knowledge. The fact that reference is made to the personal knowledge of the above identified individual shall not render such individual personally liable for any breach of any of the foregoing representations and warranties; rather, Purchaser’s sole recourse in the event of any such breach shall be against Seller, and Purchaser hereby waives any claim or cause of action against the above identified individual arising from Seller’s Representations. Seller and Purchaser shall notify the other in writing immediately if any Seller’s Representation becomes untrue or misleading in light of information obtained by Seller or Purchaser after the Effective Date. In the event that Purchaser elects to close and Purchaser has actual knowledge (meaning the current, actual, personal knowledge of Xxxxxxx Xxxxxxx, without any duty of investigation or inquiry and without imputation of any other person’s knowledge) that any of Seller’s Representations are untrue or misleading, or of a breach of any of Seller’ Representations prior to a Closing, without the duty of further inquiry, Purchaser shall be deemed to have waived any right of recovery with respect to the matter actually known by Purchaser, and Seller shall not have any liability in connection therewith. Seller’s Representations shall be deemed to be made again, as and at the date of each Closing, and shall survive each respective Closing (with respect only to the Lots acquired at such Closing) for a period of twelve (12) months, except that any claim for which legal action is filed within such time period shall survive until resolution of such action, and except to the extent of any matter that is waived by Purchaser pursuant to the previous paragraph (and any such matter waived pursuant to the previous paragraph shall not survive Closing). Seller makes no promises, representations or warranties regarding the construction, installation or operation of any amenities within the Development, including without limitation, clubhouses, swimming pools and/or sports courts. To the extent that any development plans, site plans, rendering, drawings, marketing information or other materials related to the Development include, depict or imply the inclusion of any amenities in the Development, they are included only to illustrate possible amenities for the Development that may or may not be built and Purchaser shall not rely upon any such materials regarding the construction, installation or operation of any amenities within the Development. Nothing herein shall relieve Seller of the obligation to the County or other applicable Authority to construct such amenities that are ultimately required by the Entitlements, or the obligation to Purchaser to construct the same if required by the Entitlements for Purchaser to be able to secure building permits or certificates of occupancy; provided, however, that such obligation shall not confer upon Purchaser any right to object to Seller’s decision to change or modify the amenities pursuant to in the Entitlements and subject to approval by the applicable Authorities.

  • Knowledge of the Buyer means, as to a particular matter, the actual knowledge, after reasonable inquiry, of the following persons at the Buyer: Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxx, X.X. Xxxxxxx, and Xxxx Xxxxx.

  • Knowledge of the Sellers means a Seller’s or any of the Company’s officers’ or employees’ (i) actual knowledge; (ii) knowledge that would have been obtained upon reasonable due care; or (iii) knowledge that they should have had in performing the duties of their office.

  • Knowledge of the Seller means the actual knowledge of Xxxx Xxxxx, Xxx Xxxxxxxxx, or Xxxxxx XxXxxxx.

  • Knowledge of Buyer Means the actual knowledge of Xxxxxxx Xxxxxx.

  • Knowledge of Seller or Seller’s Knowledge or any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of Seller, after due inquiry.

  • Parent’s Knowledge means the actual knowledge of those individuals identified in Section 1.1(b) of the Parent Disclosure Schedule.

  • Buyer’s Knowledge means the actual knowledge of Xxxxx Xxxxxx.

  • Knowledge of Seller means, as to a particular matter, the current actual knowledge of the following people: Xxxxxxx Xxx; Xxxxxxx Soon-Shiong; Xxxx Xxxx; Xxx Xxxxx; Xxxxx Xxxxxxx; Xxxxx Xxxxxxxxx; Xxxxxxx Xxxx; and Xxxx Leader.

  • Knowledge of Sellers means the knowledge, after reasonable inquiry, of the following employees of Sellers: Paivi Xxxxxxxx, Xxxxxx Sonninen, Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxx, Jan Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx, Xxx Xxxxxxxxxxx, Xxxxx Going and Xxx Xxxxxxx.

  • Knowledge of Purchaser means the actual knowledge, after reasonable inquiry of their respective direct reports, of the Persons listed on Section 1.1(a) of the Purchaser Disclosure Schedule.

  • Seller’s Knowledge or any similar phrase means the actual knowledge of Xxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx.

  • to Seller’s knowledge or “Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge solely of Xxxx Xxxxxxx, Vice President, Leasing, and Xxxxxxxx Xxxxxxx, Senior Director of Property Management and regional property manager for this Property, without any independent investigation or inquiry whatsoever.

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.

  • Knowledge means actual knowledge after reasonable investigation.

  • Knowledge of the Company means the actual knowledge after reasonable inquiry of one or more of Lxxx XxXxx, Jxxxxx Xxxxxx, Cxxxxxxxxxx Xxxxx, Wxxxx Xxxxxxxxx, Gxxxx Xxxxx, Jxxx Xxxxxxx, Sxxx Rxxxxxxx or Axxx Xxxxx.

  • Actual Knowledge means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto.

  • Knowledge of Parent means the actual knowledge of the individuals identified on Section 8.11 of the Parent Disclosure Letter.

  • Responsible Vendor means a vendor with adequate financial resources (or the ability to obtain such resources), who can comply with the delivery requirements, and who is a qualified and established firm regularly engaged in the type of business that provides the goods and/or services herein.

  • Company’s Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 0000 Xxx) of the Company, after due inquiry.

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • Residual Knowledge means knowledge, techniques, experience and Know-How that are (a) reflected in any Confidential Information owned or Controlled by the Disclosing Party and (b) retained in the unaided memory of any authorized representative of the Receiving Party after having access to such Confidential Information. A Person’s memory will be considered to be unaided if the Person has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • the Company’s knowledge means the knowledge, after reasonable inquiry, of Pxxxxx Xxxxx, Lxxxxxxx Xxxxxx, Sxxxxxx XxXxxxxx and Kxxxxxx Xxxxx.