Actual Knowledge. For purposes of this Agreement, neither the Agent nor any Lender shall be deemed to have actual knowledge of any fact or state of facts unless the senior loan officer or any other officer responsible for the Borrower's account established pursuant to this Agreement at the Agent or such Lender, shall, in fact, have actual knowledge of such fact or state of facts or unless written notice of such fact shall have been received by the Agent or such Lender in accordance with SECTION 9.6.
Actual Knowledge. Agent may assume that no Default or Event of Default has occurred and is continuing, unless Agent has actual knowledge of the Default or Event of Default, has received notice from Borrower, its counsel or its independent certified public accountants stating the nature of the Default or Event of Default, or has received notice from a Bank stating the nature of the Default or Event of Default and that Bank considers the Default or Event of Default to have occurred and be continuing.
Actual Knowledge. Neither Party shall have any liability hereunder for Damages arising from or relating to a breach of any representation or warranty if the Indemnitor can establish that the other Party had actual knowledge on or before the Closing Date of the condition or event constituting such breach.
Actual Knowledge. (a) as it applies to Owner Trustee or Mortgagee, actual knowledge of a responsible officer in the Corporate Trust Department or the Corporate Trust Office, respectively, and (b) as it applies to Owner Participant or Lessee, actual knowledge of a Vice President or more senior officer of Owner Participant or Lessee (respectively), or any other officer of Owner Participant or Lessee (respectively) having responsibility for the Transactions; PROVIDED, that each of Lessee, Owner Participant, Owner Trustee, and Mortgagee shall be deemed to have "Actual Knowledge" of any matter as to which it has received notice from Lessee, Owner Participant, any Note Holder, Owner Trustee, or Mortgagee, given pursuant to ss. 15.7 of the Participation Agreement. ADDITIONAL INSURED: defined inss. D of Annex D to the Lease. AFFILIATE of any Person: any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, "control" means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise, and "controlling", "controlled by", and "under common control with" have correlative meanings, PROVIDED, that neither Owner Participant nor the Mortgagee will be deemed to be an "Affiliate" of Lessor or Owner Trustee (and vice versa), and none of Owner Trustee or Owner Participant will be deemed to be an "Affiliate" of the Mortgagee (and vice versa). AIRCRAFT: the Airframe and Engines.
Actual Knowledge. An Indemnifying Party shall not be liable under this Article X for a Loss resulting from any event relating to a breach of any representation, warranty, covenant or agreement if the Indemnifying Party can establish that the Indemnitee had Knowledge on or before the Closing Date of such event.
Actual Knowledge. “Actual Knowledge” means the actual (and not the constructive) current knowledge of the person or entity making a representation or warranty in this Agreement to his or its “Actual Knowledge”, and does not imply any inspection, examination or other inquiry undertaken by such person or entity to determine the accuracy of any representation, warranty or other statement made to such person’s or entity’s “Actual Knowledge” in this Agreement or in any of Seller’s Closing Documents or Buyer’s Closing Documents, as applicable.
Actual Knowledge. “Actual Knowledge” shall have the meaning set forth in Section 14.7.
Actual Knowledge. For purposes of this Section and each of the documents executed in connection herewith, “Actual Knowledge” or words of similar import means and is limited to the actual knowledge, as of Effective Date, or, if specifically stated, as of the date of transfer of the Developer Property by Authority to Developer, of Xxxxx Xxxxxxx for City and Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx or Xxxxxx Xxxxx for Developer, without any further duty of inquiry or independent investigation on the part of the Party or such individual. Each Party represents and warrants that such persons are the persons within such Party’s organization having overall responsibility for the operation and management of such Party (and with respect to the Developer, the Remainder Cells). Each Party understands and agrees that such individual(s) shall not be personally liable for any representation or warranty set forth herein.