Actual Knowledge of Seller definition

Actual Knowledge of Seller means and is limited to the actual knowledge of Xxxxx Xxxxxx and Xxxxx X. Xxxx without having conducted any independent inquiry or inspection, and shall not include the knowledge of any other persons or firms, it being understood and agreed by Buyer that neither Xxxxx Xxxxxx nor Xxxxx X. Xxxx is charged with knowledge of all of the acts and/or omissions of predecessors in title to the Property or management of the Property before Seller's acquisition of the Property and the Actual Knowledge of Seller shall not include information or material which may be in the possession of Seller generally, but of which neither Xxxxx Xxxxxx nor Xxxxx X. Xxxx is actually aware.

Actual Knowledge of Seller means the actual knowledge of one or more of Xxxxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxx, or Xxxxxx Xxxxxx, in each case after reasonable inquiry, including inquiry to direct reports.

Actual Knowledge of Seller or "the Knowledge or Seller", or any similar term or reference, it shall mean and be limited to the actual conscious knowledge of Seller, without any investigation or inquiry. (j) Buyer agrees to keep confidential any information that it has or will obtain relating to the Property or Seller with respect to the Property and will not knowingly disclose that information to any person or entity, other than (i) its employees, attorneys, accountants, consultants and contractors performing under this Agreement whom it directs to treat such information confidentially or (ii) in connection with the disclosures that it will be making in connection with the filing of the Registration Rights Agreement or any other matters that it is required to disclose in connection with its legal reporting requirements or as otherwise required in accordance with applicable law based upon the advise of its legal counsel, without the prior express written consent of Seller; provided, however, that this provision shall not apply to data that is in the public domain or is clearly not confidential in nature. The provisions of this Section 17(j) shall survive the Closing or any termination of this Agreement. Buyer's undertakings set out in this Section 17(j) are of extraordinary importance to Seller and damages for Buyer's breach hereof are not readily ascertainable. Accordingly, Seller may obtain injunctive and other equitable relief to enforce its rights under this Section 17(j). Buyer agrees that upon any final adjudication by a court of competent jurisdiction rendered in favor of Seller with respect to Buyer's breach under this Section 17(j), Buyer will reimburse Seller, on demand, for all costs and expenses (including attorneys' fees and expenses) paid or incurred by Seller in enforcing the provisions of this Section 17(j). (k) Buyer and Seller acknowledge and agree that neither of them shall cause this

Examples of Actual Knowledge of Seller in a sentence

• To the Actual Knowledge of Seller, CEC and Seller have complied with all applicable laws and regulations relating to the Assets unless failure to comply could not reasonably be expected to have a Material Adverse Effect on the business or operations of the Assets; provided that no representation or warranty is made in this Section 3.12 with respect to any of the matters covered by or referred to in Section 3.10 hereof.

• To the Actual Knowledge of Seller, the Due Diligence Materials delivered to Buyer pursuant to this Agreement are complete, true and correct copies of the Due Diligence Materials in Seller’s possession.

• To the Best Knowledge of the Seller at the date of this Agreement there is no fact or circumstance which, to the Actual Knowledge of Seller, could reasonably be expected to give rise to such litigation, arbitration, proceedings or prosecution, investigation, or claim.

• As of the date of this Agreement and of the Closing, to the Actual Knowledge of Seller, Seller has not been served by any governmental authority with written notice that the Property is in material violation of any applicable law, except as disclosed to Buyer.

• The Companies are not a party to any litigation, arbitration, legal proceedings or prosecution (or to the Best Knowledge of Seller), administrative or Tax investigation and at the date of this Agreement no such litigation, arbitration, proceedings or prosecution, investigation, or claim relating thereto is, to the Best Knowledge of the Seller, pending or, to the Actual Knowledge of Seller, threatened by or against the Companies.

More Definitions of Actual Knowledge of Seller

Actual Knowledge of Seller or "the Knowledge or Seller", or any similar term or reference, it shall mean and be limited to the actual conscious knowledge of Seller, without any investigation or inquiry.

Actual Knowledge of Seller means the actual (and not constructive or imputed) knowledge of the directors of Seller (without independent investigation or inquiry).

Actual Knowledge of Seller means and is limited to the actual knowledge of Xxxxx Xxxxxx and Xxxxx X. Xxxx (both of whom are licensed California real estate brokers) without having conducted any independent inquiry or inspection, and shall not include the knowledge of any other persons or firms, it being understood and agreed by Buyer that neither Xxxxx Xxxxxx nor Xxxxx X. Xxxx is charged with knowledge of all of the acts and/or omissions of predecessors in title to the Property or management of the Property before Seller's acquisition of the Property and the Actual Knowledge of Seller shall not include information or material which may be in the possession of Seller generally, but of which neither Xxxxx Xxxxxx nor Xxxxx X. Xxxx is actually aware.

Actual Knowledge of Seller means the actual knowledge of Seller (excluding the knowledge of Jxxxxx X. Xxxxxxxxx), without independent inquiry.

Actual Knowledge of Seller shall have the meaning described in Section 14.3;

Actual Knowledge of Seller means the actual, collective knowledge of the Trustees, it being acknowledged that the Trustees have no duty to make an independent investigation regarding matters contained in the Company SEC Documents.

Actual Knowledge of Seller means and is limited to the actual knowledge of Joan M. Uhler without haxxxx xxxxxxxed any independent inquiry or inspection.