Common use of Knowledge Defined Clause in Contracts

Knowledge Defined. References to the “knowledge” of Seller shall refer only to the current actual knowledge of the Designated Employees (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon such Designated Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to the following persons: Xxxxx Xxxxxxxx, Xxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxx.

Appears in 1 contract

Samples: Purchase and Sale Contract (Cousins Properties Inc)

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Knowledge Defined. References to the “knowledge” of Seller shall refer only to the current actual knowledge of the Designated Employees Employee (as hereinafter defined) of Seller), and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller Seller, or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon such Designated Employees Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated EmployeesEmployee” shall refer to the following persons: Xxxxx Xxxxxxxx, Xxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx and Xxxxxxx XxxxxxSenior Vice President, Asset Management, who is hereby represented by Seller to be the person in Seller’s employ or under its control most likely to have direct knowledge of the matters represented by Seller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Fund Viii Lp)

Knowledge Defined. References to the “knowledge” of Seller shall refer only to the current actual present, conscious knowledge of the Designated Employees Seller Knowledge Individuals (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller Seller, or any affiliate of Sellerits affiliates, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof of its affiliates or to impose upon such Designated Employees Seller Knowledge Individuals any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated EmployeesSeller Knowledge Individuals” shall refer to the following persons: (a) Xxxxx Xxxxxxxx, Xxx X. Xxxxxx, Xxxx Xxxxx(b) Xxxxxx X. Xxxxxxxxx, Xxxx Xxxxxx and Xxxxxxx (c) Xxxxxxxx X. Xxxxxx. The Seller Knowledge Individuals are the persons employed by or on behalf of Seller who have the most knowledge of matters relating to the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Material Sciences Corp)

Knowledge Defined. References to the “knowledge” of Seller shall refer only to the current actual knowledge of the Designated Employees Employee (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller Seller, or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon such Designated Employees Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated EmployeesEmployee” shall refer to the following personsperson: Xxxxx Xxxxx, a Director of Asset Management for Seller, whose address is 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxx00000.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Fund Viii Lp)

Knowledge Defined. References to the “knowledge” of Seller shall refer only to the current actual knowledge of the Designated Employees (as hereinafter defined) of SellerEmployees, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller Seller, or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon such Designated Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated EmployeesEmployee” shall refer to the following persons: Xxxxx Xxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxx XxxxxAssociate, Xxxx Xxxxxx Asset Manager, who has been actively involved in the management of Seller’s business with respect to the Property, and Xxxxxxx XxxxxxXxx Xxxxxxx, the former Asset Manager with respect to the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Fund Ix Lp)

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Knowledge Defined. References to the “knowledge” or “best knowledge” of Seller or words of similar import shall refer only to the current actual knowledge of the Designated Employees (as hereinafter defined) of Seller, Employee and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, director, agent, manager, representative or employee of Seller or any affiliate thereof of Seller or to impose upon such Designated Employees Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to Xxxxxx X. Xxxxxxxxx, Seller’s asset manager for the following persons: Xxxxx XxxxxxxxProperty, Xxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxx, the employee of Seller with primary responsibility for coordinating the transactions contemplated herein.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Behringer Harvard Reit I Inc)

Knowledge Defined. References to the “knowledge” of Seller shall refer only to the current actual knowledge of the Designated Employees (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon such Designated Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to the following persons: Xxxxx Xxxxxxxx, Xxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx and Xxxxxxx Xxx Xxxxxx.

Appears in 1 contract

Samples: Purchase and Sale Contract (Cousins Properties Inc)

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