Seller’s Knowledge Defined. Any reference to “Seller’s knowledge” in this Agreement shall refer only to the current actual knowledge of Seller’s principal, Xxxxxx X. Irish, following reasonable inquiry and investigation, which reasonable inquiry and investigation will include, without limitation, contacting the Property Manager and making appropriate inquiries and investigations. Buyer acknowledges and agrees that the use of the named individual is solely for the purpose of establishing a standard for measurement of Seller’s knowledge, and nothing herein shall impose any personal liability on such individual for any representation, warranty or covenant of Seller hereunder.
Seller’s Knowledge Defined. The representations and warranties made to Purchaser by Seller in this Section 6 and elsewhere in this Agreement are limited to the current actual knowledge of the executive officers of the corporation which is the sole general partner of the Seller, and the recertification required of Seller at Closing shall likewise be qualified to the then current actual knowledge of said officers.
Seller’s Knowledge Defined. “Knowledge” as used in this Agreement with respect to the Seller shall mean actual current knowledge (as opposed to constructive or imputed knowledge) of the fact or matter in question by any officer of the Seller or by Xxxxx Xxxxxxx; Xxxxxxx Xxxxxx, Director Land Management, Xxx Xxxxxxx, Resources Manager, and Xxxxx Xxxxx, Forester.
Seller’s Knowledge Defined. The term "knowledge" as used in this Agreement with respect to Seller shall mean actual current knowledge (as opposed to constructive or imputed knowledge) of the fact or matter in question by any Vice President of Seller and J. Pinkerton, Paul Fortin, Norman Chase, Douglax Xxxxxx, Xxvix Xxxxx, Xxarxx Xxxxxx, Xohx Xxxxxxx xxx Stxxx Xxxx.
Seller’s Knowledge Defined. Whenever the terms "Seller's knowledge," "Seller's best knowledge" or terms of similar import are used in this Agreement, they shall mean (a) the actual knowledge of Michxxx Xxxxx, xxe Senior Vice President of Seller; Robexx Xxx, xxe Vice President, Property Operations; Briax Xxxxxx, Xxgional Manager; Earl Xxxxxxx, Xxgional Manager; and Michxxx Xxxxx, Xxrporate Facilities Manager; whom Seller represents and warrants are individuals who have the requisite knowledge regarding the condition, management, leasing and operation of the Malls, after making an independent, diligent investigation of all matters that are the subject of the representations and warranties made by Seller in this Agreement. In order to meet the criteria of an independent, diligent investigation as of the Effective Date, the named individuals shall review all necessary or appropriate files, and review and discuss the contents of all of Seller's representations and warranties with appropriate officers and employees of Seller (but without any obligation to hire any third party experts or consultants). In order to meet the criteria of an independent, diligent investigation as of the Closing Date, the named individuals shall review and discuss the contents of all of Seller's representations and warranties with the persons described in the immediately preceding sentence and property managers and Mall managers not more than five (5) days before the Closing Date, and shall perform such additional and follow-up inspections and inquiries as they deem reasonably necessary.
Seller’s Knowledge Defined. As used herein and elsewhere in this Agreement and in the Seller Disclosures, the term “Seller’s knowledge” shall mean the current actual, and not constructive or imputed, knowledge of Pxxxx Xxxxxxx of TDA, Inc., without inquiry. The individual(s) described above shall have no personal liability under this Agreement or the Seller Disclosures by virtue of acting as representatives of the Seller for the purpose of this definition of “Seller’s knowledge”. Seller represents, and Buyer acknowledges, that Seller acquired the Property through foreclosure proceedings or a deed in lieu of foreclosure, thus Seller’s representations and warranties in Section 13(a) above and in the Seller Disclosures are made only with respect to the period during which Seller owned fee title to the Property.
Seller’s Knowledge Defined. Knowledge" as used in this Agreement with respect to the Seller shall mean actual current knowledge (as opposed to constructive or imputed knowledge) of the fact or matter in question by Dwigxx Xxx, xxe current Superintendent of Timberlands, or by the superiors of Mr. Xxx xxxch are employed by Seller.
Seller’s Knowledge Defined. As used in this Agreement, phrases such as “to Seller’s knowledge” and similar phrases, as the context may require, shall mean the conscious actual knowledge (as opposed to constructive, deemed or imputed knowledge) of or receipt of written notice by Xxxxxx Xxxxxxx, Xxxxxxx X. Xxxxxx and, with respect to EMI and the EMI Land only, Xxxx Xxxxxx, except with respect to the representations contained in Section 10.1(k) (Environmental Compliance), for which such phrases mean the conscious actual knowledge (as opposed to constructive, deemed or imputed knowledge) of or receipt of written notice by Xxxx X’Xxxxx (individually and collectively, the “Knowledge Party”), which Knowledge Parties are the persons affiliated with Seller best able to knowledgeably make the relevant representations. Such phrases shall not be construed, by imputation or otherwise, to refer to the knowledge of any other officer, agent, manager, representative or employee of Seller, any property manager or any of their respective affiliates. There shall be no duty imposed or implied to investigate, inspect or audit any such matters, and there shall be no personal liability on the part of the Knowledge Party, other than a duty to make due and reasonable inquiry of those employees of Seller or its affiliates who have direct knowledge of the substance of the representations.
Seller’s Knowledge Defined. When the term “knowledge” is used herein in connection to Seller’s knowledge, and furthermore when a statement is made as to what is or may be “known” by the Seller or what the seller is or may be “aware of”, or similar such statements, said terms and statements mean only the actual knowledge of Xxxxxxx X. Xxxxxx and/or Xxxxxxx X. Xxxxx and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other officer, agent, manager, representative or employee of Seller or any affiliate of Seller. In no event will Buyer have any personal claim against the above-named individuals as a result of the reference thereto in this Section 14.17 and Buyer waives and releases all such claims which Buyer now has or may later acquire against such individuals in connection with the transactions contemplated in this Agreement.
Seller’s Knowledge Defined. For purposes of this Agreement, “Sellers’ Knowledge” means the actual (not constructive or imputed) knowledge of [***]. For the avoidance of doubt, it is expressly understood and agreed that none of such persons will have any personal liability under this Agreement on account of the representations and warranties set forth herein or otherwise.
