Common use of Accuracy of Seller’s Representations and Warranties Clause in Contracts

Accuracy of Seller’s Representations and Warranties. (a) The representations and warranties of Seller contained in Sections 4.1 (other than the last sentence of such Section), 4.5 and 4.8 shall be true and correct when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct as of such date). (b) The representations and warranties of Seller contained in the last sentence of Section 4.1, the first sentence of Section 4.2 and the first sentence of Section 4.7 and Sections 4.3 and 4.20, in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct in all material respects as of such date). (c) The representations and warranties of Seller contained in Article IV (other than the representations and warranties contained in the first sentence of Section 4.2 and the first sentence of Section 4.7 and the representations and warranties contained in Sections 4.1, 4.3, 4.5, 4.8 and 4.20), in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct as of such date), except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, Buyer acknowledges and agrees that any breach of the first sentence of Section 4.24(b) caused by the announcement of the transactions contemplated by this Agreement shall not constitute a breach of the first sentence of Section 4.24(b) for the purposes of determining whether the condition set forth in this Section 8.1(c) has been satisfied. (d) Buyer shall have received a certificate from Seller signed by a duly authorized officer of Seller confirming the foregoing clauses (a), (b) and (c) as of the Closing Date.

Accuracy of Seller’s Representations and Warranties. 8.3.1 Notwithstanding anything in this Agreement to the contrary, if (a) The on the Effective Date Purchaser has actual knowledge that any of Seller’s representations and or warranties set forth in this Agreement are untrue in any respect, then (i) the breach by Seller of Seller contained in Sections 4.1 (other than the last sentence of representations or warranties as to which Purchaser has such Section), 4.5 and 4.8 actual knowledge shall be true deemed waived by Purchaser, (ii) Seller shall not be in default hereunder and correct when made shall have no liability to Purchaser or its successors or assigns in respect thereof, and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they iii) there shall be true no failure of a condition precedent as a result thereof, and correct as of such date). (b) The after the Effective Date and prior to Closing Purchaser obtains actual knowledge that any of Seller’s representations and or warranties set forth in this Agreement, or any of Seller’s representations or warranties made in any documents delivered by Seller contained in connection with the last sentence Closing, are untrue in any material respect, then the provisions of Section 4.18.3.2 hereof shall apply. For purposes of this Section 8.3.1, Purchaser shall be deemed to have or to have obtained knowledge (after the Effective Date) of any such matter or thing if such matter or thing (w) is set forth in any Mall Agreement, the first sentence Ground Lease or any other Document delivered to Purchaser, (x) was set forth in any written studies or reports furnished to or obtained by Purchaser, including, without limitation, the Title and Survey and any environmental reports, (y) was set forth in any letter, memorandum or other written communication provided to Purchaser or Purchaser’s attorneys, or (z) was otherwise within the actual knowledge of Section 4.2 and the first sentence of Section 4.7 and Sections 4.3 and 4.20, in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct in all material respects as of such date)Purchaser. (c) The representations and warranties 8.3.2 In the event at any time prior to Closing, Seller or Purchaser obtains actual knowledge that any of Seller contained in Article IV (other than the representations and warranties contained by Seller in this Agreement are no longer accurate in any material respect (or will not be accurate in any material respect at Closing, as the case may be) except as may result from actions taken in compliance with the provisions of this Agreement and except for those set forth in Section 8.3.1(a) hereof, such party shall promptly notify the other party by a written notice (a “Variance Notice”) and, in the first sentence Variance Notice, specify the factors rendering or likely to render such representation and warranty inaccurate (the “Variance”). Purchaser acknowledges it shall have no right to send a Variance Notice with respect to any item covered by Section 8.3.1(a) hereof. Within ten (10) days of Section 4.2 and delivering or receiving a Variance Notice, Seller shall deliver to Purchaser written notice whether Seller has elected to cure the first sentence of Section 4.7 and underlying facts or circumstances causing the representations and warranties contained in Sections 4.1, 4.3, 4.5, 4.8 and 4.20), in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date Variance (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct as of such date), except to the extent it being agreed that the failure of to deliver such representations and warranties notice shall be deemed Seller’s election not to be true and correct would notcure the Variance). If Seller elects to cure the Variance, individually Seller will exercise reasonable efforts to effectuate the cure on or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, Buyer acknowledges and agrees that any breach of the first sentence of Section 4.24(b) caused by the announcement of the transactions contemplated by this Agreement shall not constitute a breach of the first sentence of Section 4.24(b) for the purposes of determining whether the condition set forth in this Section 8.1(c) has been satisfied. (d) Buyer shall have received a certificate from Seller signed by a duly authorized officer of Seller confirming the foregoing clauses (a), (b) and (c) as of before the Closing Date.and Closing may be delayed by Seller as necessary while it attempts to cure the same. If Seller elects not to or ultimately fails to cure such Variance in

Accuracy of Seller’s Representations and Warranties. (aA) The Each of the representations and warranties of Seller contained Sellers set forth in Sections 4.1 Section 5.1 (other than the last sentence of such SectionSellers Organization and Good Standing; Authority and Enforceability), 4.5 Section 5.4 (Title) and 4.8 Section 5.19 (Brokerage Fees) shall have been true and correct in all respects on and as of the date of this Agreement and shall be true and correct when made and in all respects on and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date (other than any such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made that address matters only as of an earlier a specified date, in which case they shall be have been true and correct in all respects as of such date). (bB) The Each of the representations and warranties of Seller contained Sellers set forth in the last sentence of this Agreement (other than in Section 4.15.1 (Sellers Organization and Good Standing; Authority and Enforceability), the first sentence of Section 4.2 5.4 (Title) and the first sentence of Section 4.7 and Sections 4.3 and 4.205.19 (Brokerage Fees)) that is not qualified by “materiality”, in each case disregarding all qualifications contained therein relating to materiality or “Business Material Adverse Effect, ” or similar concept shall have been true and correct in all material respects on and as of the date of this Agreement and shall be true and correct in all material respects when made and on and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date (other than any such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made that address matters only as of an earlier a specified date, in which case they shall be have been true and correct in all material respects as of such date). (cC) The Each of the representations and warranties of Seller contained Sellers set forth in Article IV this Agreement (other than the representations in Section 5.1 (Sellers Organization and warranties contained in the first sentence of Section 4.2 Good Standing; Authority and the first sentence of Section 4.7 and the representations and warranties contained in Sections 4.1, 4.3, 4.5, 4.8 and 4.20Enforceability), in each case disregarding all qualifications contained therein relating to materiality or Section 5.4 (Title) and Section 5.19 (Brokerage Fees)) that is qualified by “materiality”, “Business Material Adverse Effect, ” or similar concept shall have been true and correct in all respects (taking into account such “materiality” or “Business Material Adverse Effect” qualifier) on and as of the date of this Agreement and shall be true and correct when made and in all respects (taking into account such “materiality” or “Business Material Adverse Effect” qualifier) on and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date (other than any such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made that address matters only as of an earlier a specified date, in which case they shall be have been true and correct in all respects as of such date), except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, Buyer acknowledges and agrees that any breach of the first sentence of Section 4.24(b) caused by the announcement of the transactions contemplated by this Agreement shall not constitute a breach of the first sentence of Section 4.24(b) for the purposes of determining whether the condition set forth in this Section 8.1(c) has been satisfied. (d) Buyer shall have received a certificate from Seller signed by a duly authorized officer of Seller confirming the foregoing clauses (a), (b) and (c) as of the Closing Date.

Accuracy of Seller’s Representations and Warranties. (ai) The representations and warranties of Seller contained in Sections 4.1 this Agreement (other than the last sentence Seller Fundamental Representations and the representations and warranties in Section 3.6 (Business of such SectionSeller Group) and Section 3.9(a)(ii) (Absence of Certain Changes)), 4.5 and 4.8 disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct when made and correct, in each case on and as of the Closing Date with the same force date hereof and effect as though such representations and warranties had been made on the Closing Date (except except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct case, as of such earlier date). (b) The representations and warranties of Seller contained in the last sentence of Section 4.1, the first sentence of Section 4.2 and the first sentence of Section 4.7 and Sections 4.3 and 4.20, in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct in all material respects as of such date). (c) The representations and warranties of Seller contained in Article IV (other than the representations and warranties contained in the first sentence of Section 4.2 and the first sentence of Section 4.7 and the representations and warranties contained in Sections 4.1, 4.3, 4.5, 4.8 and 4.20), in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct as of such date)Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have or a Material Adverse Effect on the Company, (ii) the representations and warranties in Section 3.9(a)(ii) (Absence of Certain Changes) shall be true and correct in all respects, in each case on and as of the date hereof and the Closing Date, (iii) the Seller Fundamental Representations (other than the representations and warranties in Section 3.3(b) (Capitalization)) shall be true and correct in all respects, in each case on and as of the date hereof and the Closing Date, (iv) the representations and warranties in Section 3.3(b) (Capitalization) shall be true and correct in all respects, in each case on and as of the date hereof and the Closing Date, subject only to such failures to be so true and correct as have had, and would reasonably be expected to have have, a Material Adverse Effect. Notwithstanding de minimis effect, and (v) the foregoingrepresentations and warranties in Section 3.6 (Business of Seller Group) shall be true and correct in all material respects, Buyer acknowledges in each case on and agrees that any breach as of the first sentence of Section 4.24(b) caused by the announcement of the transactions contemplated by this Agreement shall not constitute a breach of the first sentence of Section 4.24(b) for the purposes of determining whether the condition set forth in this Section 8.1(c) has been satisfied. (d) Buyer shall have received a certificate from Seller signed by a duly authorized officer of Seller confirming the foregoing clauses (a), (b) date hereof and (c) as of the Closing Date.