TO THE BEST OF SELLER definition

TO THE BEST OF SELLER. S KNOWLEDGE" or "KNOWLEDGE OF SELLER", means the actual knowledge of the following parties: Xxxxxxx X. Xxxxxxxx (as to Seller); Xxxxxxx Xxxxxxx (as to Properties managed by AMB); Xxxxxx Xxxxxxx (as to Properties managed by RREEF); and Xxxxx Xxxxx (as to Properties managed by Cabot). If at any time prior to Close of Escrow Seller shall discover any of the representations and warranties herein set forth are not true and correct in all material respects, it shall immediately notify Buyer thereof. The representations and warranties of Seller in this Agreement shall survive the Close of Escrow and be true and correct in all material respects on and as of the Close of Escrow as if such representations and warranties were made on and as of such date (subject to revision to reflect changed circumstances or knowledge obtained between the date of execution of this Agreement and the Close of Escrow). Those parties named above that are employees of Seller's asset managers will not be informed of the provisions of this Section 8 until after this Agreement is executed; Seller shall furnish a copy of such provisions to such parties promptly following execution hereof, and provide a written report of all changes required to be made to the foregoing representation and warranties resulting from such parties' review of this Section 8 within twenty-one (21) days after the opening of Escrow and upon delivery of such report, the affected representations and warranties shall be deemed to be modified as described in such report. With regard to Seller's representation and warranties: Buyer may not rely on any such representation and warranty that Buyer actually knows is false or inaccurate; and Seller shall not be liable in damages to Buyer for the first or initial loss of up to $500,000 arising out of the falsity or inaccuracy or breach of such representations or warranties; Seller shall, however, be liable for any and all such losses in excess of $500,000. Seller may pay any such damages arising out of the falsity or inaccuracy or breach of its representations and warranties by delivering Common Stock (valued at its then market value) to Buyer.
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Related to TO THE BEST OF SELLER

  • to the best knowledge of means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

  • to the Company’s knowledge means the actual knowledge after reasonable investigation of the Company’s officers and directors.

  • WOj means the lowest performance (expressed as a percentage) among the Indices as determined by the Calculation Agent in accordance with the following formula: Mini = 1 to 2 Where:

  • to Seller’s knowledge or “Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge solely of Xxxx Xxxxxxx, Vice President, Leasing, and Xxxxxxxx Xxxxxxx, Senior Director of Property Management and regional property manager for this Property, without any independent investigation or inquiry whatsoever.

  • The Vendor means the person, firm, company or organization on whom the Purchase Order is placed and shall be deemed to include the vendor’s successors, representative heirs, executors and administrator as the case may be. It may also be referred to as Seller, Contractor or Supplier.

  • MiFIR means Regulation (EU) No 600/2014 on markets in financial instruments and amending Regulation (EU) No 648/2012;

  • Seller has the meaning set forth in the preamble.

  • Selling Parties shall have the meaning specified in the preamble.

  • Due Diligence Materials means the information to be provided by Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.

  • Buyer has the meaning set forth in the preamble.

  • Seller’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • OSSTF means the Ontario Secondary School Teachers' Federation.

  • Sellers has the meaning set forth in the preamble.

  • Buyer’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx or Xxxxxxx Xxxxx.

  • Warrantor means any one of them.

  • Best Knowledge means both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

  • Buyers has the meaning set forth in the preamble.

  • Purchaser’s Knowledge or “Knowledge of the Purchaser” means the actual knowledge of Xxxxxx X’Xxxxx.

  • Notice Parties means those Persons who are required to receive notice of filings made with the CPUC pursuant to A. 00-00-000.

  • Contributors means any organization(s), entity(ies) and/or individual(s) providing technology and/or patent rights related to the ATCC Material, or original material to ATCC for deposit.

  • Purchaser means the organization purchasing the goods.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • Cyberbullying means any form of communication by electronic act that is sent with the purpose to:

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.