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.
to Seller’s knowledge and similar terms means the present actual (as opposed to constructive or imputed) knowledge solely of Xxxxxx XxXxxxxx and Xxxxx Xxxxxxxx without any independent investigation or inquiry whatsoever, which individuals are familiar with the operations of the Real Property. Such individuals are named in this Agreement solely for the purpose of establishing the scope of Seller’s knowledge. Such individuals shall not be deemed to be a party to this Agreement nor to have made any representations or warranties hereunder, and no recourse shall be had to such individuals for any of Seller’s representations and warranties hereunder (and Purchaser hereby waives any liability of or recourse against such individuals, who are not employees of Seller, but are employees of the advisor to Seller).
to Seller’s knowledge means the actual knowledge of the individuals specified on Schedule 1.1(a) after reasonable investigation.
Examples of to Seller’s knowledge in a sentence
Except as set forth on Schedule 3.6, there is no Action or Proceeding pending to which Seller is a party (and, to Seller’s Knowledge, there is no Action or Proceeding threatened in writing or orally against Seller), in any such case at law or in equity, that would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.
Except as set forth on Schedule 4.5, there is no Action or Proceeding to which any of the Companies is a party or involving the Assets of any of the Companies (and there is no Action or Proceeding threatened in writing, or to Seller’s Knowledge threatened orally, against any of the Companies or involving the Assets of any of the Companies), except as would not be material and adverse to the Companies, taken as a whole.
There is no written pending claim by any Taxing Authority of a jurisdiction where Seller has not filed Tax Returns that Seller is subject to Taxation in that jurisdiction and to Seller’s Knowledge there are no threatened claims by any such Taxing Authority in any such jurisdictions.
For the five (5) years prior to the date of this Agreement, there have been no charges, reports, internal investigations or inquiries, voluntary disclosures or Proceedings pending, or, to Seller’s Knowledge, threatened against the Business, or any of the Acquired Companies, or any of the Business’s or Acquired Companies’ officers or directors in their capacity as such pursuant to any applicable Anti-Bribery Laws.
All of the Scheduled IP Rights are subsisting, in full force and effect, and have not expired, been cancelled, abandoned or otherwise terminated and the registered or patented items included in the Scheduled IP Rights are, to Seller’s Knowledge, valid and enforceable.
More Definitions of to Seller’s knowledge
to Seller’s knowledge means Seller's actual knowledge, without duty of inquiry.
to Seller’s knowledge means, except where otherwise expressly set forth below, the actual state of knowledge of Seller or any servicer acting on its behalf regarding the matters referred to, in each case without having conducted any independent inquiry or due diligence with respect to such matters and without any actual or implied obligation to make such inquiry or perform such due diligence, other than making such inquiry or performing such due diligence as would be customarily performed by prudent commercial or multifamily mortgage lenders or servicers (as the case may be) with respect to similar mortgage loans or mortgaged properties. All information contained in documents which are part of or required to be part of a Mortgage File shall be deemed to be within the knowledge of Seller. Wherever there is a reference to receipt by, or possession of, Seller of any information or documents, or to any action taken by Seller or not taken by Seller, such reference shall include the receipt or possession of such information or documents by, or the taking of such action or the not taking of such action by, either Seller or any servicer acting on its behalf. Seller hereby represents and warrants, subject to the exceptions set forth in the Exception Report annexed to this Agreement as Schedule V, with respect to the Mortgage Loans that as of the date hereinbelow specified or, if no such date is specified, as of the date of this Agreement:
to Seller’s knowledge or similar language shall mean and apply to the actual, conscious knowledge of the “Named Representative” (defined below) of Seller after due inquiry to Manager’s on-site general manager and regional director of operations, it being understood that (i) such persons, in many instances, were not involved in the day-to-day operations of the Hotel and may not have been fully involved in the acquisition, development or construction of the Hotel, and (ii) such persons are not charged with knowledge of all of the facts and/or omissions of predecessors owning the Hotel or knowledge of all of the acts and/or omissions of Seller’s agents, and shall not apply or be construed to apply to information that may generally or incidentally be in the possession of Seller or Manager, but which is not actually known to the Named Representative. The Named Representative of Seller is Xxxxxxx X. Xxxxxxx.
to Seller’s knowledge means the actual (as opposed to constructive or imputed) knowledge of the Key Individuals, without any independent investigation or inquiry whatsoever.
to Seller’s knowledge means the actual awareness or knowledge of Xxxxxx X. Xxxxxxxx after due inquiry of the executive director of the Facility with regard to the matters addressed in this Section 9. The representations and warranties contained in this Section 9 shall be effective as of the Effective Date and the Closing Date. They shall survive the Closing and Seller’s transfer to Purchaser of the Property for a period of six (6) months, except to the extent of facts and circumstances that change after the Effective Date and prior to the Closing and that are disclosed in writing to Purchaser, all of which shall be deemed to modify the Seller’s representations and warranties as if they had been so modified when given. If, prior to Closing, Seller discloses to Purchaser, or Purchaser discovers and has actual knowledge of, any material misrepresentation of, or material inaccuracy with respect to, any of the representations and warranties set forth in this Section 9, then unless Seller can and does cause such representation and warranty to again become true and accurate, Purchaser may either (i) upon written notice to Seller delivered on or prior to the Closing, terminate this Agreement in which event the Deposit shall be returned to Purchaser and Seller shall reimburse Purchaser for all out of pocket expenses incurred by Purchaser in connection with the Agreement and the transactions contemplated hereby, or (ii) waive such breach and close on its purchase of the Property in accordance with this Agreement, with Seller to have no liability with respect to such breach. If Purchaser fails to object within five (5) days of the date on which it becomes aware (either through Seller disclosure or Purchaser discovery) or should have, after reasonable investigation, become aware, of any Seller breach, Purchaser shall not have the right to terminate this Agreement and the breach shall be deemed waived, and Seller shall have no liability with respect to such breach.
to Seller’s knowledge and terms of similar import shall mean the current, actual knowledge of Xxxx Xxxxx and Xxxx Xxxxxx; provided, however, neither such individual shall have any personal liability in connection with the representation, warranties and covenants of Seller set forth in this Contract.
to Seller’s knowledge actual knowledge" or "best of Seller's knowledge" (i) shall mean and apply to the actual knowledge of Xxxxxx X. Xxxxxxx, Xxx Xxxxxx and Xxxx Xxxxxx and not to any other parties, (ii) shall mean the actual knowledge of such individuals, without any investigation or inquiry of any kind, and (iii) shall not mean such individuals are charged with knowledge of the acts, omissions and/or knowledge of Seller's agents or employees. Notwithstanding anything contained in this Agreement to the contrary, Seller shall have no liability for breaches of any representations, warranties and certifications (the "Representations") which are made by Seller herein or in any of the documents or instruments required to be delivered by Seller hereunder if Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx X. Xxxxxx had knowledge of such breach by Seller at the Closing Date and Purchaser shall not have the right to bring any lawsuit or other legal action against Seller, nor pursue any other remedies against Seller, as a result of the breach of such Representation caused thereby, but Purchaser's sole right shall be to terminate this Agreement in which event, the Xxxxxxx Money shall be returned to Purchaser.