Examples of Seller Deliveries in a sentence
Seller shall have made all of the Seller Deliveries set forth in Section 5.2(a) hereof or required by other provisions of this Agreement.
Unless provided to the contrary in this Assignment, each Assignee shall have the right to rely upon all of the terms and conditions of the Agreement, including without limitation Article 7 (Seller Representations, Warranties and Covenants), Article 9 (Conditions Precedent to Closing), Section 6.3 (Seller Deliveries), and Article 13 (Remedies, including Indemnity); and with respect thereto, “Buyer” (as such term is used therein) shall mean both Xxxxxxx Assignee and Subtenant Assignee.
Seller acknowledges and agrees that Buyer, in its sole and absolute discretion, and its Representatives may review and/or copy (at Buyer’s expense) at the Property during normal business hours all financial and other books and records relating solely to the Property, including without limitation the Seller Deliveries, but excluding the Confidential Materials.
Purchaser shall have received from Seller, or such other applicable party, the other Seller Deliveries (as defined below) required to be delivered to Purchaser pursuant to Section 10.1 below.
Seller does represent and warrant, that to the best of its knowledge, all of the Seller Deliveries prepared by Seller, itself, are accurate, in all material respects.
Seller hereby covenants and agrees that Seller shall deliver to Buyer or give Buyer access to all of the Seller Deliveries.
Seller does not make any representation or warranty with respect to the accuracy of any of the Seller Deliveries that have been prepared by third parties, rather than by Seller.
Prior to the Inspection Date, as part of the Seller Deliveries, Seller shall deliver to Buyer a schedule of any and all tax appeal proceedings, protests or contests that Seller has filed (or that have been filed on behalf of Seller) and that may result in the issuance of a Tax Refund.
If the transaction contemplated by this Agreement does not occur for any reason whatsoever, Buyer shall promptly return to Seller, and shall instruct its Authorized Representatives to return to Seller, all copies and originals of all Seller Deliveries and information provided to Buyer.
Buyer agrees that prior to Closing, the information provided to it in the Seller Deliveries shall be strictly confidential, except to the extent such information is public or otherwise available to third-parties.