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: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Appears in 1 contract

Sources: Purchase and Sale Contract (Cousins Properties Inc)

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) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, (b) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and (c) ▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. 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

Sources: 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 (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: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ the current asset manager and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the previous asset manager of Seller, each of whom has or had primary business responsibility for the Property.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Maguire Properties Inc)

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: ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Wells Real Estate Fund Xiii L P)

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 the following persons: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇Seller’s asset manager for the Property, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the employee of Seller with primary responsibility for coordinating the transactions contemplated herein.

Appears in 1 contract

Sources: 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 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: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇a Director of Asset Management for Seller, whose address is ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

Appears in 1 contract

Sources: 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: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Associate, Asset Manager, who has been actively involved in the management of Seller’s business with respect to the Property, and ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇the former Asset Manager with respect to the Property.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Wells Real Estate Fund Ix 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 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: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Appears in 1 contract

Sources: Purchase and Sale Contract (Cousins Properties Inc)

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: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇D▇▇▇▇ ▇▇▇▇▇▇.

Appears in 1 contract

Sources: Equipment Purchase Agreement (MMC Energy, Inc.)