Seller’s Actual Knowledge definition
Seller’s Actual Knowledge means the actual knowledge of (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the General Counsel, Chief Administrative and Compliance Officer of Seller (and any successor General Counsel or Chief Administrative and Compliance Officer of Seller appointed prior to the Closing Date), (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Director of Marine Maintenance of Seller (and any successor Director of Marine Maintenance of Seller appointed prior to the Closing Date), or (iii) ▇▇▇▇ ▇▇▇▇▇, the Senior Vice President of Equipment Maintenance of Seller (and any successor Senior Vice President of Equipment Maintenance of Seller appointed prior to the Closing Date) (collectively, the “Seller Knowledge Parties”), without inquiry or investigation by them of any kind other than that (if any) heretofore done by such Seller Knowledge Parties to the extent the same is within in the actual personal knowledge of any Seller Knowledge Party named above, and expressly excludes implied, imputed or constructive knowledge of Seller or the Seller Knowledge Parties. The reference herein to the knowledge of the Seller Knowledge Parties defining Seller’s Actual Knowledge for purposes hereof shall not render either such individual Seller Knowledge Party personally liable under this Agreement in any respect, and Purchaser waives and releases any and all personal liability against each Seller Knowledge Party. If, prior to the Closing, Seller becomes aware that, due to no act or omission of Seller, any representation or warranty set forth in this Agreement which was true and correct on the Effective Date has become incorrect due to changes in conditions outside of the control of Seller or the discovery by Seller of information of which Seller was unaware on the Effective Date, Seller shall promptly notify Purchaser in writing (a “Defect Notification”) thereof (and in all events prior to the Closing Date) and the representations and warranties set forth herein which are deemed remade and reaffirmed by Seller at the Closing shall be deemed automatically to be qualified to except to such new information to the extent expressly disclosed in the Defect Notification. Upon Purchaser’s receipt of such Seller’s Defect Notification, if, in Purchaser’s reasonable determination, the information disclosed in such disclosure materially adversely affects the value or utility of the Property, then Purchaser shall have a fifteen (15) day period thereafter (or until Closing if sooner) in which to terminate this Agreement and, upon such terminatio...
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"
Seller’s Actual Knowledge shall have the meaning set forth in Section 11(h).
Examples of Seller’s Actual Knowledge in a sentence
Except as set forth on Schedule 6 to this Agreement there is no litigation pending or, to Seller’s Actual Knowledge, threatened: (i) against Seller that arises out of the ownership of the Property or that might materially and detrimentally affect the value or the use or operation of any of the Property for its intended purpose or the ability of such Seller to perform its obligations under this Agreement; or (ii) by Seller against any Tenant.
Except as set forth on Schedule 6 to this Agreement, to Seller’s Actual Knowledge, Seller has not received written notice that the use or operation of the Property is in violation of any applicable Laws.
Seller has complied in all material respects with all Requirements of Laws, and, to Seller’s Actual Knowledge, no Purchased Asset contravenes any Requirements of Laws.
To Seller’s Actual Knowledge (as defined in this Section 11), there is no pending or threatened litigation which could materially adversely affect the Property.
Except as set forth on Schedule 6 to this Agreement, to Seller’s Actual Knowledge, Seller has not received any written notice of any condemnation, environmental, zoning or other land-use regulation proceedings that have been instituted, or are planned to be instituted, which directly identify any of the Property, nor has Seller received written notice of any special assessment proceedings affecting any of the Property.
More Definitions of Seller’s Actual Knowledge
Seller’s Actual Knowledge means the actual knowledge (which does not include any constructive, imputed, assumed or other knowledge or awareness, and without any obligation or duty of any kind to investigate or otherwise make inquiry) of ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Seller’s Actual Knowledge means the actual (as opposed to constructive) knowledge of Tom Robinson, Fred Goldste▇▇, ▇▇▇▇ ▇▇▇nk▇▇▇ ▇▇ ▇▇▇▇▇ Shapiro. Seller ▇▇▇▇▇▇▇▇▇▇ ▇▇at such individuals are privy to and hold such position within Seller as to be familiar with the factual circumstances, if the same might exist, for which knowledge may be imputed under commercially reasonable circumstances, upon such matters as Seller may represent to its actual knowledge in this Agreement.
Seller’s Actual Knowledge. With respect to any matter, the current and actual (and not constructive, imputed or implied) knowledge of that matter of the officers of Seller named below, who have current and direct responsibility for the servicing of the Loan or management of the Transaction, without any personal liability or duty of inquiry on their parts: J▇▇▇ ▇▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇.
Seller’s Actual Knowledge means the current actual knowledge of any of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇.
Seller’s Actual Knowledge means the actual knowledge of the Officer of the Office Real Estate Services of the City of Austin.
Seller’s Actual Knowledge means that Robe▇▇ ▇. ▇▇▇▇▇ ▇▇ Rodn▇▇ ▇. ▇▇▇▇▇ ▇▇▇ current actual knowledge of the accuracy of such statement, without any duty of investigation or inquiry.
Seller’s Actual Knowledge means (i) with respect to Fox OP, the actual knowledge of the persons set forth on Schedule 1.01(e), and (ii) with respect to Fox River, the actual knowledge of the persons set forth on Schedule 1.01(f), it being understood that none of the individuals set forth on such Schedules shall have any individual or personal liability with respect to any matter with respect to which such knowledge applies.