Seller’s Warranties Deemed Modified. To the extent that Buyer knows or is deemed to know prior to the expiration of the Due Diligence Period that Seller’s Warranties are inaccurate, untrue or incorrect in any way, such Seller’s Warranties shall be deemed modified to reflect Buyer’s knowledge or deemed knowledge, as the case may be.
Seller’s Warranties Deemed Modified. Because Buyer’s primary reliance on the status of the matters addressed by Seller’s Warranties is Buyer’s own Due Diligence, to the extent that Buyer knows prior to the Due Diligence Deadline that Seller’s Warranties are inaccurate, untrue or incorrect in any way, such Seller’s Warranties shall be deemed modified to reflect Buyer’s knowledge. As used herein, “knows,” “knew” or “knowledge” means with respect to any statement following such phrase that to the date hereof no information has come to the attention of any such person or such person’s agents, which would cause such person or its agents to believe that such statement is not true and correct. 8.3
Seller’s Warranties Deemed Modified. Because Buyer’s primarily reliance on the status of the matters addressed by Seller’s Warranties is Buyer’s own Due Diligence, to the extent that Buyer has Buyer’s Knowledge prior to the Effective Date that Seller’s Warranties are inaccurate, untrue or incorrect in any way, such Seller’s Warranties shall be deemed modified to reflect Buyer’s Knowledge.
Seller’s Warranties Deemed Modified. To the extent that any Buyer's Representatives obtains actual knowledge prior to the expiration of the Due Diligence Period that Seller’s representations and warranties set forth in Section 9.2 were inaccurate, untrue or incorrect in any way as of the Execution Date, (i) Buyer shall provide Seller written notice thereof within five (5) business days after Buyer’s Representatives obtain such knowledge and (ii) such representations and warranties shall be deemed modified for all purposes of this Agreement to reflect the accurate, true or correct state of facts known to Buyer’s Representatives, and Seller shall have no liability hereunder for such inaccurate, untrue or incorrect representation or warranty; provided, however, if such inaccurate, untrue or incorrect representation or warranty was made by Seller for the purpose of concealing the actual facts from Buyer, the foregoing provisions of this Section 9.3(b) shall not apply, and Buyer may pursue its remedies against Seller in accordance with Section 9.3(e).
Seller’s Warranties Deemed Modified. To the extent that Buyer acquires information prior to the Closing Date that Seller's representations or warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer's knowledge or deemed knowledge, as the case may be.
Seller’s Warranties Deemed Modified. Because Buyer’s primary reliance on the status of the matters addressed by Seller’s Warranties is Buyer’s own Due Diligence, to the extent that Buyer (i) has actual knowledge of, or (ii) has received information in writing or in Buyer’s Diligence Reports (whether such information is actually know to the Buyer or not) prior to the Due Diligence Deadline indicating that Seller’s Warranties are inaccurate, untrue or incorrect in any way, such Seller’s Warranties shall be deemed modified to reflect Buyer’s knowledge or deemed knowledge, as the case may be.
Seller’s Warranties Deemed Modified. To the extent that Purchaser knows or is deemed to know that Seller's representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Purchaser's knowledge or deemed knowledge, as the case may be. For purposes of this Agreement, Purchaser shall be deemed to know a representation or warranty of Seller is untrue or incorrect, if any estoppel certificate delivered in connection with this Agreement, any exhibits to this Agreement any document in the Data Room to which Purchaser has been provided access, or any test, report, analysis or study undertaken for Purchaser contains information which is inconsistent with such Seller's representation or warranty.
Seller’s Warranties Deemed Modified. To the extent that Buyer is deemed to know prior to the Closing that Seller’s Warranties are inaccurate, untrue or incorrect in any material way and Buyer elects to close the Transaction notwithstanding such deemed knowledge, such Seller’s Warranties shall at Closing be deemed modified to reflect Buyer’s deemed knowledge and there shall be no Liability on the part of Seller for any breach of a Seller Warranty arising from any matter or circumstance of which Buyer is deemed to know prior to the Effective Date.
Seller’s Warranties Deemed Modified. To the extent that any Buyer’s Representatives obtains actual knowledge prior to the expiration of the Due Diligence Period that Seller’s representations and warranties set forth in Section 9.2 were inaccurate, untrue or incorrect in any material respect as of the Execution Date, (i) Buyer shall provide Seller written notice thereof within five (5) business days after Buyer’s Representatives obtain such knowledge and have all rights and remedies set forth in Section 11.2, and (ii) if Buyer fails to exercise its rights and remedies under Section 11,2, such representations and warranties shall be deemed modified for all purposes of this Agreement to reflect the accurate, true or correct state of facts known to Buyer’s Representatives, and Seller shall have no liability hereunder for such inaccurate, untrue or incorrect representation or warranty. As to any representation and warranty set forth in Section 9.2 qualified to Seller’s knowledge, any such representation shall not be deemed inaccurate, untrue or incorrect if Seller did not have knowledge of such fact or circumstance as of the Execution Date, but subsequently gained knowledge of such fact or circumstance following the Execution Date. LEGAL02/34919558v5
Seller’s Warranties Deemed Modified. To the extent that Buyer or any of Buyer’s Representatives knows or is deemed to know prior to the expiration of the Feasibility Review Period that Seller’s warranties set forth in this Section 8 (“Seller’s Warranties”) are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer’s knowledge or deemed knowledge, as the case may be.
