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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TO THE BEST OF SELLER s knowledge” and similar phrases mean that none of Seller, the shareholders or directors, officers or managers of Seller has any actual knowledge, implied knowledge or belief that the statement made is incorrect. For this purpose, “implied knowledge” means all information available in the books, records and files of Seller and all information that any of such persons should have known in the course of operating and managing the business and affairs of Seller.
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Examples of TO THE BEST OF SELLER in a sentence

  • Seller certifies that the information herein is true and correct to the best of Seller ’s knowledge as of the date signed by the Seller.Seller Date Seller Date BUYER(S) AND SELLER(S) MAY WISH TO OBTAIN PROFESSIONAL ADVICE AND/OR INSPECTIONS OF THE PROPERTY AND TO PROVIDE FOR APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN BUYER(S) AND SELLER(S) WITH RESPECT TO ANY ADVICE/INSPECTIONS/DEFECTS.

  • Seller will notify Buyer immediately if Seller, its affiliates, any Seller personnel or any of their respective officers or directors, as applicable, is subject to the foregoing, or if any action, suit, claim, investigation, or proceeding relating to the foregoing is pending, or to the best of Seller' s know ledge, is threatened.

  • Technical advice w ith regard to goods and their application is given to the best of Seller' s know ledge based on Seller' s research and experience.

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.

  • Lowest and Best Responsible Bidder means the Bidder submitting the lowest Bid received that is within the range of acceptable bids, that also has the ability to timely perform the Contract bid upon considering such factors as financial resources, skills, quality of materials, past work record, and ability to comply with state, federal, and local requirements, including those set forth in the SBE Regulations.

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

  • Buyer has the meaning set forth in the preamble.

  • Seller’s Knowledge means the actual knowledge of Xxx X. X’Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Gai, Xxxxxx Xxx, Xxxx Radar or Xxx Xxxxxxx after reasonable inquiry.

  • 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 Buyer.

  • Warrantor means a manufacturer or any other person that provides a warranty to the consumer in connection with a new recreational vehicle or parts, accessories, or components of a new recreational vehicle. The term does not include a person that provides a service contract, mechanical or other insurance, or an extended warranty sold for separate consideration by a dealer or other person not controlled by a manufacturer.

  • 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 means the actual knowledge, without inquiry, of Mxxxxx Xxxxx or Gxxxxx Xxxxxxx.

  • Contributors has the meaning set forth in the initial paragraph hereof.

  • Purchaser means the organization purchasing the goods.

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

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • 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.

  • DOR means Delay of Repair.