Seller Knowledge Parties definition

Seller Knowledge Parties means each of A. Lxxxx Xxxxxx, Txxxx Xxxxxxxxx, Kxxxx Xxxxxxx, Rxxxxx X. Xxxxxxxx, Rxxxx Xxxxxx, Axxx Xxxxxxxx, Txxx Xxxxxxxxxx, Sxxxxxx xxx Xxxxxx, Lxxxxxx Xxxxxx, Sxxxx Xxxxxx, Txx Xxxxxx, Axxx Xxxx, Ex Xxxxxxxx, Dxxxx Xxxxxxxx and all project managers of Seller with respect to the projects for which he or she is responsible.
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Seller Knowledge Parties has the meaning set forth in Section 3.7.
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Seller Knowledge Parties in each case after reasonable inquiry and investigation. “Latest Balance Sheet” has the meaning set forth in Section 3.6(a). “Latest Balance Sheet Date” has the meaning set forth in Section 3.6(a). “Law” means any law (whether local or common), statute, code, ordinance, regulation, treaty (including any Tax treaty), rule or other requirement of any Governmental Entity and includes any Order. “Leased Real Property” means all real property leased or subleased (whether as a tenant or subtenant) by any Company Member. “Liability” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes. “Liens” means any mortgage, license, charge, interest, pledge, claim, lien, encumbrance, option, security interest, restriction on the right to sell, transfer or dispose (and in the case of securities, vote) or other adverse claim of any kind or nature whatsoever (whether arising by Contract or by operation of law and whether voluntary or involuntary). “Lookback Date” means January 1, 2021. “Majority Holders” has the meaning set forth in Section 7.14(f). “Marastar Blocker” has the meaning set forth in the Recitals. “Marastar Blocker Stock” has the meaning set forth in the Recitals. “Material Adverse Effect” means any fact, condition, circumstance, occurrence, effect, change, event or development (“Effect”) that either alone or in combination with any other Effect
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Examples of Seller Knowledge Parties in a sentence

  • Notwithstanding anything to the contrary contained in this Agreement, none of the Seller Knowledge Parties, BlackRock, BOA, or their respective affiliates, shall have any liability under this Agreement under any circumstance.

  • Xxxxx of BlackRock and Xxxxx Xxxxx of BOA (collectively, the “Seller Knowledge Parties”) and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other party (including, without limitation, any prior owner of the Loan), or to impose upon the Seller Knowledge Parties any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains.

  • The Seller Knowledge Parties are not charged with knowledge of the acts, omissions and/or knowledge of the predecessors in title to any of the Properties or with knowledge of the acts, omissions and/or knowledge of any of the Seller’s agents, employees or other representatives.

  • Nothing herein shall be construed to imply or mean that any of the Seller Knowledge Parties have any personal liability for a breach of a representation or warranty or otherwise.

  • The Seller Knowledge Parties are the parties of Seller with the most knowledge about the leasing, management, operations and development of the Properties.

  • All communications between or among the Seller, any Seller Affiliate, Principal, the Seller Knowledge Parties and any Excluded Employees shall, notwithstanding any contrary provisions hereof remain the sole and exclusive property of Seller (the “Communications”), and together with all Personal Files and Records and Privileged Communications, may be removed by Seller from all computer systems (including servers that constitute part of the Purchased Assets) at any time prior to Closing.

  • All references in this Agreement and the Seller's Certificate to the "knowledge of Seller," "Seller's knowledge" or words of like effect shall refer only to the actual, conscious knowledge, without any obligation of due inquiry or investigation of the Seller Knowledge Parties, and no others, as of the date such representation and warranty is made.

  • Any fact, matter or other statement shall not be deemed to be within the knowledge of Seller or Seller's knowledge unless the Seller Knowledge Parties, or any of them, have actual knowledge of such fact, matter or other statement.

  • To the actual knowledge of the Seller Knowledge Parties, there has been no material and adverse change to the condition of the improvements on an individual parcel of Real Estate since November 26, 2019 that would result in Losses in excess of $150,000.00 with respect to such parcel.

  • Purchaser acknowledges that the Seller Knowledge Parties are named solely for the purpose of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals, or either of them, to Purchaser.


More Definitions of Seller Knowledge Parties

Seller Knowledge Parties means Fxxxxxxx xx Xxxxxxxxxx, Dxxxx Xxxxxxxx, Jxxx Xxxxxx, and Rxxxx Xxxxx.
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Seller Knowledge Parties means the individuals listed on Exhibit C.
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Seller Knowledge Parties has the meaning set forth in Section 12.03.
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Seller Knowledge Parties means those Persons identified in Section 1.1(f) of the Disclosure Letter.
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Related to Seller Knowledge Parties

  • 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 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.

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

  • 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 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.

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

  • 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.

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

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

  • 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.

  • 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.

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

  • 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.

  • Responsible Parties means all Retailers and Customers, including Transmission Load Customers, Distribution Load Customers, DG Customers, MG Customers or agents of the foregoing;

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

  • 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.

  • Borrower’s Knowledge “Borrower’s best knowledge”, “known to Borrower”, and similar phrases, shall mean (and shall be limited to) the actual knowledge of Xxxxx Xxxxxxx, Xxxxxxx Xxxx, X.X. Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, Xxxxx Xxxxx or Xxxxxxxxxxx Xxxxx as of the Closing Date after conducting such due diligence as each of them, as senior executives of experienced investors in commercial properties and/or operators of commercial properties similar to the Properties, as applicable, have reasonably deemed appropriate in connection with the ownership of the Collateral, the Senior Mezzanine Collateral and the Mortgage Loan Collateral and the borrowing of the Loan; provided, however, in all cases where such a qualification is used, there are no unknown breaches or violations of the so qualified representations or warranties that would in the aggregate have a Material Adverse Effect. Lender acknowledges and agrees that the foregoing individuals are identified solely for the purpose of defining the scope of knowledge and not for the purpose of imposing any liability upon any such individual or creating any duties running from any such individual to Borrower, Lender or any other party.

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

  • 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.

  • 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 Entities means the Seller and its affiliates other than the Buyer Entities;

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

  • Knowledge means actual knowledge after reasonable investigation.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Best Knowledge means 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.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.