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 has the meaning set forth in Section 12.03.
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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.

  • 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 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.

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

  • 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 Treasurer shall have charge of, and shall be responsible for, the collection, receipt, custody and disbursement of the funds of the Company, and shall also have the custody of all securities belonging to the Company.

  • Seller represents and warrants to Purchaser that the Seller Knowledge Parties are officers of Seller.

  • 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.

  • The Seller Knowledge Parties have not performed, and are not obligated to perform, any investigation or review of any files or other information in the possession of Seller or its agents, or to make any inquiry of any Persons, or to take any other action in connection with the representations and warranties of Seller set forth in this Agreement.

  • 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.


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 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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Seller Knowledge Parties means the individuals listed on Exhibit C.
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Seller Knowledge Parties means those Persons identified in Section 1.1(f) of the Disclosure Letter.
Sample 1

Related to Seller Knowledge Parties

  • Knowledge of Sellers means the actual knowledge of (a) Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxx or Xxxxx Xxxx and (b) Xxxx Xxxxxxx or Xxx Xxxxxxxx with respect to Sections 4.14, 4.17, 4.18, 4.19 and 4.27, in each case after reasonable investigation.

  • Knowledge of the Sellers means the knowledge of Xxxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxx or Xxx Xxxx, in each case after reasonable inquiry and diligence and taking into account the respective duties and responsibilities of each.

  • 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 the actual knowledge after reasonable inquiry of Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx and B. Xxxxxx Xxxxx III.

  • 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 Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx or Xxxxxxx Xxxxx.

  • 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 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.

  • Purchaser’s Knowledge or “Knowledge of the Purchaser” means the actual knowledge of Xxxxxx X’Xxxxx.

  • 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 the actual knowledge of the persons listed on Schedule 1.01 under the heading “Knowledge of the Buyer”.

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

  • Seller’s Actual Knowledge means the actual knowledge of the managing general partners, and the Seller's bookkeeper. Each warranty and representation is material and reasonably relied upon by Buyer, and each is accurate and complete and neither omits nor misstates any material fact, as of the date of this Agreement and the date of Closing. Seller and Buyer acknowledge and agree that Buyer will have an ample opportunity to examine financial and legal documents, records, files and information and all physical items and conditions relating to the Property during the inspections specified by sections 3.2, 3.3 and 3.4 of this Agreement. Accordingly, except as otherwise specifically stated in writing between the Buyer and the Seller, Seller hereby specifically disclaims any warranty, guaranty or representation concerning (a) the water, soil and geology and suitability thereof, and of the Property for any and all activities and uses which Buyer may elect to conduct thereon, (b) the existence of any environmental hazards or conditions thereon (including but not limited to the presence of asbestos or the release or threatened release of hazardous substances), (c) compliance with all applicable laws, rules or regulations, the nature and extent of any right-of-ways, lease possession, lien, encumbrance, license, reservation or condition and (d) the compliance of the Property or its operation with any laws, ordinances or regulations of any government or other body. Buyer acknowledges that it will inspect the Property and will rely solely upon its investigation of the Property, except as otherwise specifically stated in writing between the Buyer and Seller. The sale of the Property as provided for herein is made on an "AS IS"

  • 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 Pxxxxxxx Xxxxx with respect to the matter in question, and such knowledge as such Person reasonably should have obtained upon diligence investigation and inquiry into the matter in question.

  • Knowledge of the Company means the actual knowledge of Xxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx Xxxxx and Xxxxx Xxxx, after reasonable inquiry.

  • Borrower’s Knowledge means the actual knowledge of Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxxx as of the Closing Date after conducting such due diligence as each of them, as senior executives and/or employees of experienced investors in commercial properties and/or operators of commercial properties similar to the Properties and after consultation with their agents and advisors, as applicable, have reasonably deemed appropriate in connection with the acquisition and ownership of the Properties 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 Portfolio 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, any SPE Component Entity, Lender or any other party. All references in this Agreement to the “knowledge of Borrower” or similar construction shall be deemed to be qualified to the extent provided in this definition.

  • 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, collectively, Seller and all Seller Subsidiaries.

  • 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 means Buyer, Owner, the Lenders and each of their Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

  • 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.