Change in Representation/Waiver Sample Clauses

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer acknowledges that Buyer shall not be entitled to rely on any representation made by Seller in this Article 6 to the extent, prior to or at the Close of Escrow, Buyer shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer determines prior to Close of Escrow that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days), then Buyer may, at its option, notify the Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow with no adjustment in the Purchase Price, and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunder. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately r...
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Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer acknowledges that Buyer shall not be entitled to rely on any representation made by Seller above to the extent that, prior to or at Closing, Buyer shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty. If, prior to Closing, Seller discloses to Buyer in writing, or Buyer discovers and has actual knowledge of, any material misrepresentation of, or material inaccuracy with respect to any of Seller’s representations and warranties in this Agreement, then Buyer may either (i) upon written notice to Seller delivered within five (5) Business Days, terminate this Agreement subject to the obligations which survive termination of this Agreement, whereupon the Xxxxxxx Money Deposit shall be refunded to Buyer, or (ii) elect to close this transaction with no adjustment in the Purchase Price notwithstanding such misrepresentations or inaccuracies, thereby waiving any claim for the breach of the applicable representation or warranty. If Buyer fails to timely deliver the written notice described in subclause (i) in the previous sentence, then Buyer shall be deemed to have elected to proceed under subclause (ii) in the previous sentence.
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Change in Representation/Waiver. From the Effective Date through the Closing Date, Seller upon becoming aware of facts that Seller knows constitute a breach of any representation or warranty set forth in this Agreement or which would make any of the representations and warranties of Seller set forth in this Agreement untrue or misleading shall promptly notify Purchaser of such facts. If Purchaser prior to the Closing Date (x) determines there is a breach of any of the representations and warranties made by Seller above or (y) learns of any pending legal proceedings or administrative actions or any violations of existing laws, ordinances, regulations and building codes affecting the Property, Purchaser may, at its option, by sending to Seller within five (5) business days after Purchaser actually learns of such breach and/or conditions written notice of its election, in any event prior to the Closing Date, either (i) to terminate this Agreement and receive the return of its Deposit together with reimbursement for its out of pocket expenses incurred in connection with this transaction or (ii) to waive such breach and/or conditions and proceed to Closing with no adjustment in the Purchase Price and Seller and Purchaser shall have no further liability as to such matter thereafter except for matters which by their terms expressly survive termination of this Agreement;
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Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer acknowledges that Buyer shall not be entitled to rely on any representation made by Seller in Section 8.1 to the extent, prior to or at Closing, Buyer shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, that if Buyer determines prior to Closing that there is a breach of any of the representations and warranties made by Seller above, then Buyer may, at its option, by sending to Seller written notice of its election either (i) terminate this Agreement or (ii) waive such breach and proceed to Closing with no adjustment in the Purchase Price and Seller shall have no further liability as to such matter thereafter. In the event Buyer terminates this Agreement for the reasons set forth above, the Xxxxxxx Money shall be immediately refunded to Buyer and neither Buyer nor Seller shall thereafter have any other rights or remedies hereunder
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Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that Purchaser shall not be entitled to rely on any representation or warranty made by Seller in this Article VII to the extent, prior to or at Closing,
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Change in Representation/Waiver. From the Effective Date through the Closing Date, Purchaser upon becoming aware of facts that Purchaser knows constitute a breach of any representation or warranty set forth in this Agreement or which would make any of the representations and warranties of Purchaser set forth in this Agreement untrue or misleading shall promptly notify Seller of such facts.
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Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that Purchaser shall not be entitled to rely on any representation made by Seller in Section 10(b) above to the extent that, prior to or at Closing, Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Purchaser, to the extent that, prior to the Closing, Purchaser discovers or learns of information (from whatever source, including, without limitation the property manager, the Tenant Estoppel Certificates, as a result of Purchaser’s inspections, tests, analysis or examination of the Property, or disclosure by Seller or Seller’s affiliates, agents or employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Purchaser nevertheless consummates the transaction contemplated by this Agreement.
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Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer acknowledges and agrees that Seller shall have no liability and Buyer shall not be entitled to bring any action after the Closing Date with respect to any representation or warranty made by Seller in Section 7.2 to the extent that, prior to Closing, Buyer shall have or shall obtain actual knowledge (and not merely any implied, imputed or constructive knowledge) of any information that was contradictory to such representation or warranty.
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Change in Representation/Waiver 
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Related to Change in Representation/Waiver

  • 10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

  • Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

  • Deemed Representation Any certificate signed by any officer of the Company delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby as of the date or dates indicated in such certificate.

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Deemed Representations On any day, as soon as possible and in any event within one (1) Business Day after knowledge thereof, notice of any event or occurrence that would cause any representation made by the Borrower pursuant to Section 3.2(c)(i), (ii) or (iv) to be misleading or untrue in any material respect if made on such day.

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