Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.
Seller’s Warranties and Representations. Seller hereby makes the following representations and warranties to Buyer as of the date of this Agreement; provided that each of such representations and warranties shall be deemed to be modified by any contrary or qualifying information contained in any reports, schedules or other informational materials delivered or made available to Buyer on or before the date of this Agreement or set forth in the Disclosure Statement:
Seller’s Warranties and Representations. 4.8.1 Seller hereby represents and warrants to Buyer that the following statements are true and correct as of the date of this Agreement, and shall be true and correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition to all of Buyer’s obligations under this Agreement:
Seller’s Warranties and Representations. Seller warrants and represents as of the date of Seller’s execution of this Agreement and as of each date through and including the Closing that:
Seller’s Warranties and Representations. 4.1 SELLER hereby reaffirms the truth, accuracy and completeness of the representations and warranties of SELLER set forth in the Sovran Lease with respect to its status and authority, which representations and warranties are now true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement.
Seller’s Warranties and Representations. This Agreement is entered into by Buyer based on the representations and warranties of Seller contained in it. These representations and warranties shall be true and correct as of the date of this Agreement and as of the Closing Date and shall survive closing, subject to the provisions of Section 13(d). Seller acknowledges that the warranties and representations made by Seller are a material inducement to Buyer's entering into this Agreement. No inspection, testing or mapping by Buyer of the Property shall constitute a waiver by Buyer of its rights to rely on Seller's representations and warranties, provided, however, that the representations and warranties shall be deemed modified by any factual matters disclosed by any inspection, testing or mapping that make Buyer or its agents actually aware of inaccuracies in the representations and warranties. Seller's representations and warranties shall also be deemed modified by any factual matters of which Buyer, Buyer's affiliate First Financial Realty Management, Inc. ("FFRM"), or their respective employees or agents have received or do receive actual or constructive notice in the course of performing partnership administration services for Seller or managing the Property and the Business, or otherwise. Seller represents and warrants to Buyer that Seller owns the Assets free and clear of all liens and encumbrances other than Permitted Encumbrances. Seller makes no representations or warranties concerning the physical condition of the Assets, and is selling the Assets in their physical condition as-is, where-is, and with all faults.