Common use of Representations Remade Clause in Contracts

Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1 of this Agreement and Section 7 of the Company Disclosure Letter, except that the representations may be updated at or prior to the Closing Date by delivering written notice to Purchaser that any of Seller’s representations or warranties contained herein are untrue or incorrect; provided, however, that subject to the following sentence, any amendment or supplement to Seller’s representations shall have no effect for the purposes of determining whether the condition precedent to Purchaser’s obligation to close on the Closing Date set forth in Section 8.1.2 has been satisfied. Notwithstanding the foregoing, the condition set forth in Section 8.1.2 shall not be deemed to have failed if any representation or warranty becomes untrue or incorrect due to (i) new Service Contracts or amendments to Service Contracts entered into in accordance with this Agreement or Service Contracts that have expired by their stated terms, (ii) new Construction Contracts or amendments to Construction Contracts entered into in accordance with this Agreement or all work being complete and all amounts due the contractor being paid with respect to any Construction Contract in accordance with the terms of this Agreement, (iii) new Leases or amendments to Leases entered into in accordance with this Agreement, (iv) rent prepayments for which Purchaser receives a credit at Closing, (v) changes to Exhibits K-1, K-2 or K-3 of the Company Disclosure Letter to take into account changes in payments made or the completion of work in accordance with the terms of this Agreement and the applicable Lease, or (vi) any condemnation action initiated or threatened against the Property; provided that, in each instance under clauses (i) through (vi), the representation or warranty did not become untrue or incorrect as a result of any act taken by Seller in violation of this Agreement or omission of Seller in violation of this Agreement.

Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1 of this Agreement and Section 7 of the Company Disclosure Letter9.1, except that the representations may be updated at or prior to the Closing Date by delivering written notice to Purchaser that any of Seller’s representations or warranties contained herein are is untrue or incorrect; provided, however, that subject to the following sentence, any amendment or supplement to Seller’s representations shall have no effect for the purposes of determining whether the condition precedent to Purchaser’s obligation to close on the Closing Date set forth in Section 8.1.2 has been satisfied. Notwithstanding the foregoing, the The condition set forth in Section 8.1.2 8.4 shall not be deemed to have failed if any representation or warranty becomes untrue or incorrect due to (i) new Service Contracts or amendments to Service Contracts entered into in accordance with this Agreement or Service Contracts that have expired by their stated terms, (ii) new Construction Contracts or amendments to Construction Contracts entered into in accordance with this Agreement or Agreement, (iii) all work being complete and all amounts due the contractor being paid with respect to any Construction Contract in accordance with the terms of this AgreementContract, (iiiiv) new Leases or amendments to Leases entered into in accordance with this AgreementAgreement or Leases which have expired by their own terms, (ivv) rent prepayments for which Purchaser receives a credit at Closing, (vvi) any tenant initiating an audit of pass through expenses, (vii) changes to the Rent Roll or (viii) changes to Seller’s obligations identified on Exhibits K-1, K-2 or K-3 of to the Company Disclosure Letter to take into account changes in payments actually made or the actual completion of work in accordance with the terms of this Agreement and the applicable Lease, or (vi) any condemnation action initiated or threatened against the Propertywork; provided that, in each instance under clauses (i) through (viviii), the representation or warranty did not become untrue or incorrect as a result of any act taken by Seller in violation of this Agreement or omission of Seller in violation of this Agreement.

Representations Remade. As of Closing, and subject to this provisions of Section 8.5 and this Section 9.2, Seller shall be deemed to remake and restate the representations set forth in Section 9.1 of this Agreement and Section 7 of the Company Disclosure Letter9.1, except that the representations may shall be updated at or prior to the Closing Date by delivering written notice to Purchaser (a “Pre-Closing Disclosure”) in order to reflect any fact, matter or circumstance that would make any of Seller’s representations or warranties contained herein are untrue or incorrect; provided, however, that subject to the following sentence, any amendment or supplement to Seller’s representations shall have no effect for the purposes of determining whether the condition precedent to Purchaser’s obligation to close on the Closing Date set forth in Section 8.1.2 has been satisfied. Notwithstanding the foregoing, the condition set forth in Section 8.1.2 shall not be deemed to have failed if any representation or warranty becomes untrue or incorrect due in any material respect (a “New Matter”) of which the Knowledge Party becomes aware. If Seller delivers a Pre-Closing Disclosure at any time after the Effective Date regarding a New Matter, or if Purchaser otherwise discovers a New Matter after the end of the Due Diligence Period, Purchaser may terminate this Agreement within ten (10) days of the Pre-Closing Disclosure or the date of discovery, as applicable (and in any event no later than two (2) business days prior to Closing), by written notice to Seller. Upon such termination, Escrow Agent shall promptly refund the Earnest Money to Purchaser, and neither party shall have any further rights or obligations under this Agreement or the ROE except those which expressly survive termination of this Agreement or the ROE. If Purchaser does not elect to terminate, then (i) new Service Contracts the breach by Seller of the representations or amendments warranties with respect to Service Contracts entered into in accordance with this Agreement or Service Contracts that have expired the New Matter shall be deemed waived by their stated termsPurchaser, (ii) new Construction Contracts Seller shall not be in default hereunder and Schedule 9.3.6-121 1379426.v9 ImanageDB:4161238.11 shall have no liability to Purchaser or amendments to Construction Contracts entered into its successors or assigns in accordance with this Agreement or all work being complete respect thereof, and all amounts due the contractor being paid with respect to any Construction Contract in accordance with the terms of this Agreement, (iii) new Leases or amendments to Leases entered into there shall be no failure of a condition precedent as a result thereof. Notwithstanding anything in accordance with this Agreement, (iv) rent prepayments for which Purchaser receives a credit at Closing, (v) changes to Exhibits K-1, K-2 or K-3 of the Company Disclosure Letter to take into account changes in payments made or the completion of work in accordance with the terms of this Agreement and to the applicable Leasecontrary, if (a) at any time prior to Closing Purchaser has actual knowledge that any of Seller’s representations or (vi) warranties set forth in this Agreement are untrue in any condemnation action initiated or threatened against the Property; provided thatrespect, in each instance under clauses then (i) through the breach by Seller of the representations or warranties as to which Purchaser has such actual knowledge shall be deemed waived by Purchaser, (vi)ii) Seller shall not be in default hereunder and shall have no liability to Purchaser or its successors or assigns in respect thereof, the representation or warranty did not become untrue or incorrect and (iii) there shall be no failure of a condition precedent as a result of any act taken by Seller in violation of this Agreement or omission of Seller in violation of this Agreementthereof.

Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1 of this Agreement and Section 7 of the Company Disclosure Letter9.1, except that the representations may be updated at or prior to the Closing Date by delivering written notice to Purchaser that any of Seller’s representations or warranties contained herein are untrue or incorrect; provided, however, that subject incorrect and Purchaser shall be entitled to the following sentence, any amendment or supplement to Seller’s representations shall have no effect for the purposes of determining whether the condition precedent to Purchaser’s obligation to close on the Closing Date set forth all applicable rights and remedies contained in Section 8.1.2 has been satisfied8.4 in connection therewith. Notwithstanding the foregoing, the The condition set forth in Section 8.1.2 8.4 shall not be deemed to have failed if any representation or warranty becomes untrue or incorrect due to (i) new Service Contracts or amendments to Service Contracts entered into in accordance with this Agreement or Service Contracts that have expired by their stated terms, (ii) new Construction Contracts or amendments to Construction Contracts entered into in accordance with this Agreement or all work being complete and all amounts due the contractor being paid with respect to any Construction Contract in accordance with the terms of this AgreementContract, (iii) new New Leases or amendments to New Leases entered into in accordance with this AgreementAgreement or Leases which have expired by their own terms, (iv) new Utility Agreements or amendments to Utility Agreements entered into in accordance with this Agreement or Utility Agreements that have expired by their stated terms, (v) rent prepayments for which Purchaser receives a credit at Closing, (vvi) delivery of a written default notice under any Lease, (vii) delivery of a written default notice under the Easement Agreement, (viii) any tenant initiating an audit of pass through expenses, or (ix) changes to Exhibits K-1, K-2 or K-3 K-4 of the Company Disclosure Letter to take into account changes in payments made or the completion of work in accordance with the terms of this Agreement and the applicable Lease, or (vi) any condemnation action initiated or threatened against the Propertywork; provided that, in each instance under clauses (i) through (viix), the representation or warranty did not become untrue or incorrect as a result of any act taken by Seller in violation of this Agreement or omission of Seller in violation of this Agreement.

Representations Remade. As of Closing, and subject to this provisions of Section 8.5 and this Section 9.2, Seller shall be deemed to remake and restate the representations set forth in Section 9.1 of this Agreement and Section 7 of the Company Disclosure Letter9.1, except that the representations may shall be updated at or prior to the Closing Date by delivering written notice to Purchaser (a “Pre-Closing Disclosure”) in order to reflect any fact, matter or circumstance that would make any of Seller’s representations or warranties contained herein are untrue or incorrect; provided, however, that subject to the following sentence, any amendment or supplement to Seller’s representations shall have no effect for the purposes of determining whether the condition precedent to Purchaser’s obligation to close on the Closing Date set forth in Section 8.1.2 has been satisfied. Notwithstanding the foregoing, the condition set forth in Section 8.1.2 shall not be deemed to have failed if any representation or warranty becomes untrue or incorrect due in any material respect (a “New Matter”) of which the Knowledge Party becomes aware. If Seller delivers a Pre-Closing Disclosure at any time after the Effective Date regarding a New Matter, or if Purchaser otherwise discovers a New Matter after the end of the Due Diligence Period, Purchaser may terminate this Agreement within ten (10) days of the Pre-Closing Disclosure or the date of discovery, as applicable (and in any event no later than two (2) business days prior to Closing), by written notice to Seller. Upon such termination, Escrow Agent shall promptly refund the Xxxxxxx Money to Purchaser, and neither party shall have any further rights or obligations under this Agreement or the XXX except those which expressly survive termination of this Agreement or the XXX. If Purchaser does not elect to terminate, then (i) new Service Contracts the breach by Seller of the representations or amendments warranties with respect to Service Contracts entered into in accordance with this Agreement or Service Contracts that have expired the New Matter shall be deemed waived by their stated termsPurchaser, (ii) new Construction Contracts Seller shall not be in default hereunder and shall have no liability to Purchaser or amendments to Construction Contracts entered into its successors or assigns in accordance with this Agreement or all work being complete respect thereof, and all amounts due the contractor being paid with respect to any Construction Contract in accordance with the terms of this Agreement, (iii) new Leases or amendments to Leases entered into there shall be no failure of a condition precedent as a result thereof. Notwithstanding anything in accordance with this Agreement, (iv) rent prepayments for which Purchaser receives a credit at Closing, (v) changes to Exhibits K-1, K-2 or K-3 of the Company Disclosure Letter to take into account changes in payments made or the completion of work in accordance with the terms of this Agreement and to the applicable Leasecontrary, if (a) at any time prior to Closing Purchaser has actual knowledge that any of Seller’s representations or (vi) warranties set forth in this Agreement are untrue in any condemnation action initiated or threatened against the Property; provided thatrespect, in each instance under clauses then (i) through the breach by Seller of the representations or warranties as to which Purchaser has such actual knowledge shall be deemed waived by Purchaser, (vi)ii) Seller shall not be in default hereunder and shall have no liability to Purchaser or its successors or assigns in respect thereof, the representation or warranty did not become untrue or incorrect and (iii) there shall be no failure of a condition precedent as a result of any act taken by Seller in violation of this Agreement or omission of Seller in violation of this Agreementthereof.