to Seller’s knowledge definition

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 means the actual knowledge of the individuals specified on Schedule 1.1(a) after reasonable investigation.

to Seller’s knowledge means Seller's actual knowledge, without duty of inquiry.

Examples of to Seller’s knowledge in a sentence

• There are no Actions pending or, to Seller’s Knowledge, threatened against or affecting Seller, at law or in equity, which would adversely affect Seller’s performance under this Agreement or the consummation of the Contemplated Transactions.

• Except as set forth in Section 4.22(a) of the Disclosure Schedules, the Company does not have any liability or obligation, nor to Seller’s Knowledge is there any reasonable basis for the Company to be subject to, any liability or obligation arising from or alleged to arise from any injury to person or property as a result of any product produced, manufactured, sold, delivered, distributed or provided by, or on behalf of, the Company.

• Except as set forth on ‎Section 3.22 of the Disclosure Schedule, as of the date of this Agreement, the Company is not, and during the Lookback Period has not been, a party to any Proceeding, and, to Seller’s Knowledge, there is not any threatened Proceeding, in each case, relating to alleged defects in the Products produced or sold by the Company during the Lookback Period or the failure of any such Products to meet the warranty specifications applicable thereto.

• No written (or, to Seller’s Knowledge, oral) notice of any Proceeding, investigation or review by or before any Government Authority has been received by the Company, nor to Seller’s Knowledge is any such Proceeding, investigation or review pending.

• The Company has not (i) experienced any organizing activities, demands, petitions or proceedings involving the Company with any labor organization or, to Seller’s Knowledge, group of its employees, or (ii) experienced any strikes, lockouts, slowdowns or work stoppages involving its employees, and, to Seller’s Knowledge, no such actions have been threatened against the Company during the Lookback Period.

More Definitions of to Seller’s knowledge

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 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 each Real Property. Such individuals are named in this Agreement solely for the purpose of establishing the scope of Sellers’ 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 Sellers’ representations and warranties hereunder (and Purchaser hereby waives any liability of or recourse against such individuals, who are not employees of any Seller, but are employees of the advisor to the Seller).

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 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 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 knowledge of Xxx Xxxxx and Xxxxxx Xxxxxxx.

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.