Seller's actual knowledge definition
Seller's actual knowledge means the current, actual, personal knowledge of Mxxx 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 Jxxx Xxxxxx, 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 survive each respective 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...
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.
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.
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.
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.
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.
More Definitions of Seller's actual knowledge
Seller's actual knowledge means the current actual personal knowledge of, and only of, Xxxxxxx Xxxxx or Xxxxxxx Xxxxxxx of Seller’s Investment Advisor, with no imputation of knowledge and no duty of investigation or inquiry. Seller represents that the parties listed above are the individuals currently charged with responsibility for the day-to-day operation or oversight of the Property.
Seller's actual knowledge means the current actual knowledge of Xxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, and Xxxxxxx Xxxxxxx, without any inquiry. Seller represents and warrants that Xxxxxx Xxxxxxxx is the representative of Seller with principal administrative and oversight responsibility for the Property. The parties agree that (i) Seller's warranties and representations contained in this Agreement and in any document executed by Seller pursuant to this Agreement shall survive Buyer's purchase of the Property only for a period of one (1) year after the Close of Escrow (the "Limitation Period"), and (ii) Buyer shall provide actual written notice to Seller of any alleged breach of such warranties or representations and shall allow Seller thirty (30) days within which to cure such alleged breach, or, if such alleged breach cannot reasonably be cured within thirty (30) days, an additional reasonable time period, so long as such cure has been commenced within such thirty (30) days and diligently pursued. In no event is Seller obligated to cure any alleged breach. If Seller fails or elects not to cure such alleged breach after actual written notice and within such cure period, Buyer's sole and exclusive remedy shall be an action at law for damages, but in no event lost profits or punitive damages, which must be commenced, if at all, within the Limitation Period; provided, however, that if within the Limitation Period Buyer gives Seller written notice of such alleged breach and Seller commenced to cure and thereafter terminates such cure effort, Buyer shall have an additional sixty (60) days from the date that Seller notifies Buyer in writing that Seller has terminated its cure effort within which to commence such an action.
Seller's actual knowledge means the actual present knowledge (without investigation or inquiry) of Xxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxx Xxxxxx.
Seller's actual knowledge means the actual (as opposed to constructive) knowledge of Tom Robinson, Fred Xxxdstxxx, Xxxx Xxxxxxxx xx Xxxxx Xhaxxxx. Xxxxxx xepresents that 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 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 Xxxx Xxxx, Xxxxx Xxxxxxx, Xxx Xxxxx and Xxxxxx Xxxxxxx.
Seller's actual knowledge means that Robexx X. Xxxxx xx Rodnxx X. Xxxxx xxx 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.