Common use of No Change in Facts or Circumstances; Disclosure Clause in Contracts

No Change in Facts or Circumstances; Disclosure. All information submitted by Borrower or its agents to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, as may be updated by Borrower prior to the closing of the Loan, are, to Borrower’s knowledge (and actual knowledge with respect to the Property) accurate and correct in all material respects and sufficiently complete as to not to be misleading in any material respect. To Borrower’s knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Property or the business operations or the financial condition of Borrower. Borrower has disclosed to Lender all material facts known to Borrower and has not failed to disclose any material fact known to Borrower that could cause any representation or warranty made herein or in any other documents delivered to Lender by Borrower or any of its Affiliates or agents to be materially misleading.

Appears in 6 contracts

Samples: Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc), Work Letter Agreement (MPG Office Trust, Inc.)

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No Change in Facts or Circumstances; Disclosure. All information submitted by Borrower, Mortgage Borrower or its their respective agents to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower, Borrower Principal and Mortgage Borrower in this Agreement or Agreement, in any other Loan DocumentDocument or in the Mortgage Loan Documents, as may be updated by Borrower prior to the closing of the Loan, are, to Borrower’s knowledge (and actual knowledge with respect to the Property) are accurate and correct in all material respects and sufficiently complete as to not to be misleading in any material respect. To the best of Borrower’s 's knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Collateral, the Property or the business operations or the financial condition of Borrower, Borrower Principal or Mortgage Borrower. Borrower has and Mortgage Borrower have each disclosed to Lender all material facts known to Borrower and has have not failed to disclose any material fact known to Borrower that could cause any representation or warranty made herein or in any other documents delivered to Lender by Borrower, Mortgage Borrower or any of its their respective Affiliates or agents to be materially misleading.

Appears in 3 contracts

Samples: Junior Mezzanine Loan Agreement (Maguire Properties Inc), Senior Mezzanine Loan Agreement (Maguire Properties Inc), Mezzanine Loan Agreement (Maguire Properties Inc)

No Change in Facts or Circumstances; Disclosure. All information submitted by Borrower or its agents to Lender and in all financial statements, rent rollsrolls (including the rent roll attached hereto as Schedule II), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, as may be updated by Borrower prior to the closing of the Loanare accurate, are, to Borrower’s knowledge (and actual knowledge with respect to the Property) accurate complete and correct in all material respects respects, provided, however, that if such information was provided to Borrower by non-affiliated third parties, Borrower represents that such information is, to Borrower’s Knowledge, accurate, complete and sufficiently complete as to not to be misleading correct in any all material respectrespects. To Borrower’s knowledgeKnowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Property or the business operations or the financial condition of Borrower. To Borrower’s Knowledge, Borrower has disclosed to Lender all material facts known to Borrower and has not failed to disclose any material fact known to Borrower that could cause any Provided Information or representation or warranty made herein or in any other documents delivered to Lender by Borrower or any of its Affiliates or agents to be materially misleading.

Appears in 3 contracts

Samples: Loan Agreement (Behringer Harvard Reit I Inc), Loan Agreement (Behringer Harvard Reit I Inc), Loan Agreement (Behringer Harvard Reit I Inc)

No Change in Facts or Circumstances; Disclosure. All As of the Closing Date, all information submitted by and on behalf of Borrower or its agents to Lender Administrative Agent and in all financial statements, rent rollsrolls (including the rent roll attached hereto as Schedule I), reports, certificates and other documents submitted by or on behalf of Borrower to Administrative Agent in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, as may be updated by Borrower prior to the closing of the Loanare, arein each case, to Borrower’s knowledge (and actual knowledge with respect to the Property) accurate knowledge, true, complete and correct in all material respects and sufficiently complete as to not to be misleading in any material respectrespects. To Borrower’s knowledgeKnowledge, as of the Closing Date, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect would be reasonably expected to result in a Material Adverse Effect. To Borrower’s Knowledge, as of the Property or the business operations or the financial condition of Borrower. Closing Date, Borrower has disclosed to Lender Administrative Agent all material facts known to Borrower and has not failed to disclose any material fact known to Borrower that could cause any Provided Information or representation or warranty made herein or in any other documents delivered to Lender by Borrower or any of its Affiliates or agents to be materially misleading.

Appears in 1 contract

Samples: Loan Agreement (Vici Properties Inc.)

No Change in Facts or Circumstances; Disclosure. All As of the Closing Date, all information submitted by and on behalf of Borrower or its agents to Lender Administrative Agent and in all financial statements, rent rollsrolls (including the rent roll attached hereto as Schedule I), reports, certificates and other documents submitted by or on behalf of Borrower to Administrative Agent in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, as may be updated by Borrower prior to the closing of the Loanare, arein each case, to Borrower’s knowledge (and actual knowledge with respect to the Property) accurate knowledge, true, complete and correct in all material respects and sufficiently complete as to not to be misleading in any material respectrespects. To Borrower’s knowledgeKnowledge, as of the Closing Date there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect would be reasonably expected to result in a Material Adverse Effect. To Borrower’s Knowledge, as of the Property or the business operations or the financial condition of Borrower. Closing Date Borrower has disclosed to Lender Administrative Agent all material facts known to Borrower and has not failed to disclose any material fact known to Borrower that could cause any Provided Information or representation or warranty made herein or in any other documents delivered to Lender by Borrower or any of its Affiliates or agents to be materially misleading.

Appears in 1 contract

Samples: Loan Agreement (Vici Properties Inc.)

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No Change in Facts or Circumstances; Disclosure. All information submitted by Borrower or its agents to Lender and in to the best of knowledge of Borrower, submitted on behalf of Borrower to Lender, including all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, as may be updated by Borrower prior to the closing of the Loanare accurate, are, to Borrower’s knowledge (and actual knowledge with respect to the Property) accurate complete and correct in all material respects respects. Lender acknowledges Borrower has relied on Tenant Information, which Borrower represents and sufficiently complete as to not to be misleading in any material respectwarrants that Borrower has no knowledge that such Tenant Information is incorrect. To Borrower’s knowledgeExcept for the Loews Lease, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the use, operation or value of any Individual Property or the business operations or the financial condition of BorrowerBorrower unless such change has been fully disclosed in writing to Lender. Borrower has disclosed to Lender all material facts known to Borrower and has not failed to disclose any material fact known to Borrower that could cause any provided information or representation or warranty made herein or in any other documents delivered to Lender by Borrower or any of its Affiliates or agents to be materially misleading.

Appears in 1 contract

Samples: Credit Agreement (Entertainment Properties Trust)

No Change in Facts or Circumstances; Disclosure. All ALL information submitted by Borrower, Mortgage Borrower or its their respective agents to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower, Borrower Principal and Mortgage Borrower in this Agreement or Agreement, in any other Loan DocumentDocument or in the Mortgage Loan Documents, as may be updated by Borrower prior to the closing of the Loan, are, to Borrower’s knowledge (and actual knowledge with respect to the Property) are accurate and correct in all material respects and sufficiently complete as to not to be misleading in any material respect. To the best of Borrower’s 's knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Collateral, the Property or the business operations or the financial condition of Borrower, Borrower Principal or Mortgage Borrower. Borrower has and Mortgage Borrower have each disclosed to Lender all material facts known to Borrower and has have not failed to disclose any material fact known to Borrower that could cause any representation or warranty made herein or in any other documents delivered to Lender by Borrower, Mortgage Borrower or any of its their respective Affiliates or agents to be materially misleading.

Appears in 1 contract

Samples: Mezzanine Loan Agreement (Maguire Properties Inc)

No Change in Facts or Circumstances; Disclosure. All information financial statements and rent rolls submitted by Borrower or its agents to Lender in connection with the Loan are accurate, complete and correct in all financial statements, rent rollsmaterial respects. All other written information, reports, certificates and other documents submitted by Borrower to Lender in connection with the Loan are, to the best of Borrower's knowledge, accurate, complete and correct in all material respects. Except with respect to such representations and warranties contained in this Agreement or in satisfaction any other Loan Document which are qualified as being made to the best of the terms thereof Borrower's knowledge, all representations and all statements of fact warranties made by Borrower in this Agreement or in any other Loan Document, as may be updated by Borrower prior to the closing of the Loanare accurate, are, to Borrower’s knowledge (and actual knowledge with respect to the Property) accurate complete and correct in all material respects and sufficiently complete as to not to be misleading in any material respectrespects. To Borrower’s knowledge, there There has been no material adverse change presently known to Borrower in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Property or the business operations or the financial condition of Borrower. Borrower has disclosed to Lender all material facts known to Borrower and has not failed to disclose any material fact known to Borrower that could is likely to cause any representation or warranty made herein or in any other documents delivered to Lender by Borrower or any of its Affiliates or agents to be materially misleading.

Appears in 1 contract

Samples: Loan and Security Agreement (Maguire Properties Inc)

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