Seller’s Actual Knowledge definition
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).
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
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 current, actual knowledge of Seller, without duty to investigate and shall not include constructive knowledge or knowledge that Seller could have obtained through investigation or inquiry. No broker, agent, or party other than Seller is authorized to make any representation or warranty for or on behalf of Seller. From and after the Effective Date, Buyer and Seller shall each immediately advise the other in writing of any information it receives which indicates that a representation or warranty made by Seller in this Section 9 is, or has become, untrue in any material respect. Seller shall have five (5) days from receipt of ▇▇▇▇▇’s written notice or from delivery of Seller’s written notice to attempt to remedy the breach or inaccuracy in such representation or warranty. In the event Seller is unwilling or unable to remedy such inaccuracy within such period, Buyer shall have the right, as its sole and exclusive remedy, exercisable by giving written notice to Seller and Escrow Holder within five (5) days after the expiration of Seller’s five (5) day cure period, either (i) to terminate this Agreement, or (ii) to consummate the transaction contemplated by this Agreement. If the Closing is scheduled to occur prior to said notice and curing periods, the Closing shall be delayed to provide for the expiration of both periods at least 5 days prior to the Closing. If Buyer elects to proceed with the Closing after ▇▇▇▇▇ has received Seller’s written notice of any actual or alleged inaccuracy or breach of Seller’s representations and warranties or after Buyer has discovered any such change in circumstances, then (a) Seller’s representations and warranties shall be deemed revised in accordance with the change in circumstances as disclosed or discovered, (b) Buyer shall have waived any right or remedy concerning such change in circumstances, and (c) Seller shall be fully and forever released and discharged from any liability or obligation with respect to such change in circumstances.
Seller’s Actual Knowledge means the current, actual, personal knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇ Eisenhiem, 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 six (6) 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 o...
Seller’s Actual Knowledge means the actual knowledge of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, the President of the Managing Member of Seller, without investigation or inquiry of any person or entity other than verbal inquiry of Seller’s property manager for the Property. Seller shall have no duty to conduct any further inquiry in making any such representations and warranties, and no knowledge of any other person shall be imputed to Seller. Seller represents and warrants to Purchaser, as of the Date of Agreement and again on the Closing Date, as follows:
Seller’s Actual Knowledge shall specifically mean and be limited to the actual knowledge, as of the Execution Date, or, if specifically stated, as of the Closing Date, of ▇▇▇▇▇▇ ▇. ▇▇▇▇ in his capacity as the representative of the Seller directly responsible for the operation of the Property, without any duty of inquiry or independent investigation on the part of Seller or such individual. Also as used in this Agreement, the phrase “Seller has received no written notice” with respect to an event or a situation shall specifically mean that such person has no Actual Knowledge of receiving the subject written notice. Purchaser expressly understands and agrees that such person shall not be personally liable to Purchaser for any representation or warranty set forth herein. The representations and warranties of Seller set forth in this Section 6 shall survive the Closing for a period of nine (9) months and shall terminate and be of no further force or effect nine (9) months following the Closing Date (except to the extent Purchaser has commenced a proceeding with respect to such representations or warranties prior to such expiration, as provided below, in which case the representations and warranties that are subject of such proceeding shall survive until final resolution or settlement of such proceeding). Notwithstanding anything to the contrary contained herein, Seller shall have no liability with respect to any of the foregoing representations and warranties (including a Warranty Failure, as defined below) if, prior to the Closing, Purchaser becomes aware of information (from whatever source, including as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, disclosure by Seller or Seller’s agents and employees (including a Warranty Notice, as defined below) or any estoppel certificates) that contradicts any of the foregoing representations and warranties, or renders any of the foregoing representations and warranties untrue or incorrect, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. In this regard, if Seller obtains Actual Knowledge or receives written notice that any representation or warranty set forth in this Section 6 is untrue in any material respect (a “Warranty Failure”), Seller shall give written notice of such Warranty Failure (a “Warranty Notice”) to Purchaser within three (3) Business Days following Seller obtaining such Actual Knowledge or receiving written notice (which Warranty Notice shall ...
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 means that Robe▇▇ ▇. ▇▇▇▇▇ ▇▇ Rodn▇▇ ▇. ▇▇▇▇▇ ▇▇▇ current actual knowledge of the accuracy of such statement, without any duty of investigation or inquiry.
Seller’s Actual Knowledge. Actual Knowledge of Seller" or "the Knowledge or Seller", or any similar term or reference, it shall mean and be limited to the actual conscious knowledge of Seller, without any investigation or inquiry.