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 ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President, Leasing, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Director of Property Management and regional property manager for this Property, without any independent investigation or inquiry whatsoever.

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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 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 in Schedule 3.13, there are no instances where it has been held, or to Seller’s Knowledge claimed or alleged, whether directly or indirectly, and, to Seller’s Knowledge, there is no basis upon which a claim may be made, that any activity of Seller relating to the operation or maintenance of the Facility, infringes or may infringe upon, is in violation of, or misappropriates, any rights of a third party.

• Neither Seller nor any of its Subsidiaries has any pending or, to Seller’s Knowledge, threatened, material disputes with any Significant Supplier concerning any products or services of such Significant Supplier, and to the Knowledge of Seller, no Event has occurred or exists that (with or without notice, lapse of time or both) could reasonably be expected to form the basis of any such material dispute.

• There are no pending or, to Seller’s Knowledge, threatened, material disputes with any Significant Customer concerning any products or services of the Business, and to the Knowledge of Seller, no Event has occurred or exists that (with or without notice, lapse of time or both) could reasonably be expected to form the basis of any such material dispute.

• Seller and each of its Subsidiaries is in compliance, and, to Seller’s Knowledge, each employee, independent contractor and consultant of Seller or any of its Subsidiaries in respect of or providing services to the Business is in compliance, with the terms of any employment, independent contractor and consulting agreements between such Seller or any of its Subsidiaries and such individual.

• None of the executives, officers, or employees of Seller or any of its Subsidiaries in respect of or providing services to the Business having an annual salary of $70,000 or more has given written notice of any intent to terminate his or her employment with Seller or any of its Subsidiaries, and, to Seller’s Knowledge, no such employee intends to terminate his or her employment with Seller or any of its Subsidiaries.

More Definitions of to Seller’s knowledge

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

to Seller’s knowledge and similar terms means the present actual (as opposed to constructive or imputed) knowledge solely of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 or like phrases mean the actual present and conscious awareness or knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (who is the managing member of Sellers), without any duty of inquiry or investigation; provided that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of such individual, or any other partner, member, officer or employee of Seller, on account of any breach of any representation or warranty made by Seller herein. Said terms do not include constructive knowledge, imputed knowledge, or knowledge Seller or such persons do not have but could have obtained through further 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.

to Seller’s knowledge means within the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ after a reasonable review of the books, records and operations of the Company.

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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.

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 and terms of similar import shall mean the current, actual knowledge of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇; 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.