Knowledge of the Seller Clause Samples
The "Knowledge of the Seller" clause defines the extent to which the seller is deemed to be aware of certain facts, conditions, or circumstances relevant to the transaction. Typically, this clause specifies whether knowledge is limited to the actual awareness of specific individuals within the seller’s organization or includes what those individuals should reasonably have known after due inquiry. By clarifying whose knowledge is relevant and the standard applied, this clause helps allocate risk between the parties and prevents disputes over whether the seller should have disclosed particular information.
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Knowledge of the Seller. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the best knowledge of the Seller, the Seller confirms that it has made due and diligent inquiry of its President as to the matters that are the subject of such representation and warranty.
Knowledge of the Seller. Any statement in this Agreement expressed to be made to “the Seller’s knowledge” and any other references to the knowledge of the Seller shall be understood to be made on the basis of the Seller’s actual knowledge, which means the actual knowledge, after conducting reasonably diligent investigation considering the existence of the relevant fact or other matter, of any of : B▇▇▇▇ ▇▇▇▇▇▇▇ A▇▇▇ ▇▇▇▇▇▇▇▇ T▇▇ ▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ C▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇ ▇▇▇▇▇▇▇ C▇▇▇▇▇▇ ▇▇▇▇▇ K▇▇ ▇▇▇▇▇ R▇▇▇▇▇▇ ▇▇▇▇▇ For greater clarity, reasonably diligent investigation shall not be deemed to include any requirement to conduct any new environmental site assessment, audit or study or to make enquiries of Third Parties. Each party hereto acknowledges that no personal liability will attach to any of the individuals described above as a result of a breach of any representation or warranty in this Agreement, and in particular, as a result of such representation or warranty having been qualified by the phrase “the Seller’s knowledge” or any phrase or expression having a similar effect or as otherwise contemplated in this Section 1.2.
Knowledge of the Seller. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Seller, it shall be deemed to refer to the actual knowledge of any director or officer of the Seller and the actual knowledge of the officers of the Guarantor, and all knowledge which such persons would have if it made due enquiry into the relevant subject matter having regard to his role and responsibilities as a director or officer of the Seller.
Knowledge of the Seller. As to each representation and warranty made by Seller under this Section 6, any fact or information known to the General Partner or to Neal ▇▇▇▇▇▇▇▇ ("▇WER▇▇▇▇"), or notice received by the General Partner or Swerdlow, shall be imputed to Seller as if such fact or information were known to Seller or such notice had been received by Seller. Additionally, any information known to either Huse ▇▇ Heul▇▇ ▇▇▇ll be deemed known by the "General Partner" for purposes of this Agreement.
Knowledge of the Seller. For purposes of the representations and warranties contained in Section 3.1 of this Agreement, Knowledge of the Seller means the actual or constructive knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇.
Knowledge of the Seller. The term “Knowledge of the Seller” shall mean the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or any of the other officers or managerial personnel of the Seller with respect to the matter in question, and such knowledge as ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or any of the other officers or managerial personnel of the Seller reasonably should have obtained upon diligent investigation and inquiry into the matter in question.
Knowledge of the Seller. With respect to the Seller, no individuals associated with the Seller, the Company or the Subsidiary, or its Affiliates, other than the individuals listed in the definition of “Knowledge” with respect to the Seller, could reasonably be expected to be more knowledgeable about the subject matters covered in the Seller’s representations in this Agreement than such listed individuals.
Knowledge of the Seller. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the "knowledge of the Seller," or any similar phrase, it shall mean matters which, in good faith, are in the current memory of senior management of Seller or of the Company as to the matters that are the subject of such representation or warranty, provided however, a representation or warranty of Seller that is limited to "knowledge of the Seller" will not be breached if (i) the matters that are the subject of such representation or warranty are not in the current memory of senior management of Seller and (ii) such matters were disclosed to Buyer by senior management of the Company or the Buyer otherwise discovered such matters during its due diligence investigation of the Company.
Knowledge of the Seller. As used in this Agreement, the terms "to the best knowledge of the Seller," "to the best of Seller's knowledge," or similar phrases, shall mean the actual knowledge of any officers, directors or senior employees of the Seller.
Knowledge of the Seller. For purposes of this Agreement, the term "knowledge" (including without limitation any derivations thereof such as "know" or "knowing") as it relates to the Seller shall be deemed to mean the knowledge of the Stockholder.