Seller’s Actual Knowledge means the actual knowledge of the managing general partners, and the Seller's bookkeeper. Each warranty and representation is material and reasonably relied upon by Buyer, and each is accurate and complete and neither omits nor misstates any material fact, as of the date of this Agreement and the date of Closing. Seller and Buyer acknowledge and agree that Buyer will have an ample opportunity to examine financial and legal documents, records, files and information and all physical items and conditions relating to the Property during the inspections specified by sections 3.2, 3.3 and 3.4 of this Agreement. Accordingly, except as otherwise specifically stated in writing between the Buyer and the Seller, Seller hereby specifically disclaims any warranty, guaranty or representation concerning (a) the water, soil and geology and suitability thereof, and of the Property for any and all activities and uses which Buyer may elect to conduct thereon, (b) the existence of any environmental hazards or conditions thereon (including but not limited to the presence of asbestos or the release or threatened release of hazardous substances), (c) compliance with all applicable laws, rules or regulations, the nature and extent of any right-of-ways, lease possession, lien, encumbrance, license, reservation or condition and (d) the compliance of the Property or its operation with any laws, ordinances or regulations of any government or other body. Buyer acknowledges that it will inspect the Property and will rely solely upon its investigation of the Property, except as otherwise specifically stated in writing between the Buyer and Seller. The sale of the Property as provided for herein is made on an "AS IS"
Seller’s Actual Knowledge shall have the meaning set forth in Section 11.
Seller’s Actual Knowledge means the current actual knowledge of Xxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, and Xxxxxxx Xxxxxxx, without any inquiry. Seller represents and warrants that Xxxxxx Xxxxxxxx is the representative of Seller with principal administrative and oversight responsibility for the Property. The parties agree that (i) Seller's warranties and representations contained in this Agreement and in any document executed by Seller pursuant to this Agreement shall survive Buyer's purchase of the Property only for a period of one (1) year after the Close of Escrow (the "Limitation Period"), and (ii) Buyer shall provide actual written notice to Seller of any alleged breach of such warranties or representations and shall allow Seller thirty (30) days within which to cure such alleged breach, or, if such alleged breach cannot reasonably be cured within thirty (30) days, an additional reasonable time period, so long as such cure has been commenced within such thirty (30) days and diligently pursued. In no event is Seller obligated to cure any alleged breach. If Seller fails or elects not to cure such alleged breach after actual written notice and within such cure period, Buyer's sole and exclusive remedy shall be an action at law for damages, but in no event lost profits or punitive damages, which must be commenced, if at all, within the Limitation Period; provided, however, that if within the Limitation Period Buyer gives Seller written notice of such alleged breach and Seller commenced to cure and thereafter terminates such cure effort, Buyer shall have an additional sixty (60) days from the date that Seller notifies Buyer in writing that Seller has terminated its cure effort within which to commence such an action.
Examples of Seller’s Actual Knowledge in a sentence
Except as set forth on Schedule 6 to this Agreement there is no litigation pending or, to Seller’s Actual Knowledge, threatened: (i) against Seller that arises out of the ownership of the Property or that might materially and detrimentally affect the value or the use or operation of any of the Property for its intended purpose or the ability of such Seller to perform its obligations under this Agreement; or (ii) by Seller against any Tenant.
Except as set forth on Schedule 4.22(b), no such customer or supplier since *** has affirmatively exercised a right by providing a written notice of cancellation or termination for any of the Assigned Contracts, and to Seller’s Actual Knowledge, no such customer or supplier since *** has made any bona fide threat (whether orally or in writing) to cancel or otherwise terminate any of the Assigned Contracts.
There has been no claim asserted or, to the Seller’s Actual Knowledge, threatened, and there are no proceedings of any kind pending or in progress, challenging the scope, validity or enforceability of any such registered Assigned Intellectual Property.
To Seller’s Actual Knowledge, the debtors to which the Accounts Receivable of the Seller relate are not in or subject to a bankruptcy or insolvency proceeding.
To Seller’s Actual Knowledge, Seller has not defaulted under any covenant, restriction or contract affecting the Property, nor has Seller caused by its act or omission an event to occur which would with the passage of time constitute a breach or default under such covenant, restriction or contract.
More Definitions of Seller’s Actual Knowledge
Seller’s Actual Knowledge means the current, actual, personal knowledge of Xxxx Xxxxxxx as President of Seller, without any duty of investigation or inquiry and without imputation of any other person’s knowledge. The fact that reference is made to the personal knowledge of the above identified individual shall not render such individual personally liable for any breach of any of the foregoing representations and warranties; rather, Purchaser’s sole recourse in the event of any such breach shall be against Seller, and Purchaser hereby waives any claim or cause of action against the above identified individual arising from Seller’s Representations. Seller and Purchaser shall notify the other in writing immediately if any Seller’s Representation becomes untrue or misleading in light of information obtained by Seller or Purchaser after the Effective Date. In the event that Purchaser elects to close and Purchaser has actual knowledge (meaning the current, actual, personal knowledge of Xxx Eisenhiem, without any duty of investigation or inquiry and without imputation of any other person’s knowledge) that any of Seller’s Representations are untrue or misleading, or of a breach of any of Seller’ Representations prior to a Closing, without the duty of further inquiry, Purchaser shall be deemed to have waived any right of recovery with respect to the matter actually known by Purchaser, and Seller shall not have any liability in connection therewith. Seller’s Representations shall survive each respective Closing for a period of six (6) months, except that any claim for which legal action is filed within such time period shall survive until resolution of such action, and except to the extent of any matter that is waived by Purchaser pursuant to the previous paragraph (and any such matter waived pursuant to the previous paragraph shall not survive Closing). Seller makes no promises, representations or warranties regarding the construction, installation or operation of any amenities within the Development, including without limitation, clubhouses, swimming pools and/or sports courts. To the extent that any development plans, site plans, rendering, drawings, marketing information or other materials related to the Development include, depict or imply the inclusion of any amenities in the Development, they are included only to illustrate possible amenities for the Development that may or may not be built and Purchaser shall not rely upon any such materials regarding the construction, installation o...
Seller’s Actual Knowledge means the current, actual, personal knowledge of Maxx Xxxxxxx xs President of Seller, without any duty of investigation or inquiry and without imputation of any other person’s knowledge. The fact that reference is made to the personal knowledge of the above identified individual shall not render such individual personally liable for any breach of any of the foregoing representations and warranties; rather, Purchaser’s sole recourse in the event of any such breach shall be against Seller, and Purchaser hereby waives any claim or cause of action against the above identified individuals arising from Seller’s Representations. In the event that any information contained in the Seller Documents conflicts with Seller’s Representations set forth in this Section, the Seller Documents shall govern and control and such inconsistency shall not constitute a breach by Seller of its Seller’s Representations herein. Seller and Purchaser shall notify the other in writing immediately if any Seller’s Representation become untrue or misleading in light of information obtained by Seller or Purchaser after the Effective Date. In the event that Purchaser has actual knowledge that any of Seller’s Representations are untrue or misleading, or of a breach of any of Seller’ Representations prior to the Closing, without the duty of further inquiry, and Purchaser elects to close, Purchaser shall be deemed to have waived any right of recovery, and Seller shall not have any liability in connection therewith. Seller’s Representations shall be deemed to be made again as and at the date of each Closing, and shall survive each respective Closing for a period of twelve (12) months, except to the extent of any matter that is known by Purchaser, or is contained in materials provided to or made available to Purchaser that makes Seller’s Representations untrue as of such Closing Date and in any such instance Seller’s Representations shall not survive Closing. Seller makes no promises, representations or warranties regarding the construction, installation or operation of any amenities within the Development, including without limitation, club houses, swimming pools and sports courts. To the extent that any development plans, site plans, rendering, drawings, marketing information or other materials related to the Development include, depict or imply the inclusion of any amenities in the Development, they are included only to illustrate possible amenities for the Development that may or may not be b...
Seller’s Actual Knowledge means the actual knowledge of each of Exxxxx X. Xxxxxxx and Cxxxxx X. Xxxxxxxxxx, without any duty of investigation of any kind. Seller represents and warrants that the foregoing persons are the only persons employed by General Partner of Seller or its manager with day-to-day managerial or supervisorial authority over the Property.
Seller’s Actual Knowledge means the actual (as opposed to constructive) knowledge of Tom Robinson, Fred Goldsteix, Xxxx Xxxxkexx xx Xxxxx Shapiro. Seller xxxxxxxxxx xxxt such individuals are privy to and hold such position within Seller as to be familiar with the factual circumstances, if the same might exist, for which knowledge may be imputed under commercially reasonable circumstances, upon such matters as Seller may represent to its actual knowledge in this Agreement.
Seller’s Actual Knowledge means the actual knowledge (which does not include any constructive, imputed, assumed or other knowledge or awareness, and without any obligation or duty of any kind to investigate or otherwise make inquiry) of Xxxx Xxxx, Xxxxx Xxxxxxx, Xxx Xxxxx and Xxxxxx Xxxxxxx.
Seller’s Actual Knowledge means (i) with respect to Fox OP, the actual knowledge of the persons set forth on Schedule 1.01(e), and (ii) with respect to Fox River, the actual knowledge of the persons set forth on Schedule 1.01(f), it being understood that none of the individuals set forth on such Schedules shall have any individual or personal liability with respect to any matter with respect to which such knowledge applies.
Seller’s Actual Knowledge means that Robexx X. Xxxxx xx Rodnxx X. Xxxxx xxx current actual knowledge of the accuracy of such statement, without any duty of investigation or inquiry.