Air Pollution – Soil Vapor Intrusion
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Lawyer & Attorney ReferralsInducement / Best Knowledge
Posted By James J. Periconi, Esq. on March 30, 2008
Typically the preamble for the representations and warranties will state that they are made to induce the buyer to purchase or the lender to make the loan contemplated.
1. Although buyer prefers seller’s representations and warranties to be absolute, seller will want to make them “to his knowledge” or “to the best of his knowledge: (which probably mean the same thing). Buyer or lender will then want the representations made “to the best knowledge” of seller or borrower “after diligent inquiry.”
2. Although all representations and warranties may be made with the same qualifiers, more likely buyer, seller and lender will want to negotiate whether each representation or warranty is absolute, conditioned on seller’s or borrower’s knowledge, based on diligent inquiry, or made only to the extent of Material Adverse Effect.
3. Representations and warranties may be made to seller, buyer or lender, or to their Adverse Effect.
About the author
James J. Periconi, Esq.
James Periconi’s practice focuses almost equally on commercial property transaction counseling, on environmental regulatory matters in the U.S. Environmental Protection Agency and the New York State Department of Environmental Conservation (DEC), and on environmental litigation in the federal and state courts. A former Chief of Solid and Hazardous Waste Enforcement for the State DEC and an Assistant New York Attorney General prosecuting civil and criminal environmental cases, he has in private practice since 1989 had substantial experience representing defendants in governmental actions brought for remediation of Superfund and other contaminated sites, and for prosecution and defense of private cost recovery actions for such sites.
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