Common use of Changes in Representations and Warranties Clause in Contracts

Changes in Representations and Warranties. The term “Authorized Qualifications” shall mean any qualifications to the Seller’s Representations and Warranties to reflect: (i) new Leases, Lease amendments, new Contracts, and/or Contract amendments, executed by Seller or the Applicable Owners after the Effective Date in accordance with this Agreement, (ii) any action taken by Seller in respect of the Owners or the Project not prohibited by or otherwise in contravention of the terms of this Agreement, (iii) a default by a Tenant under any Lease or contractor under a Contract, or an insolvency by a Tenant or a contractor occurring after the Effective Date, (iv) the amendment of each Owner LLC Agreement in accordance with Section 7.1(j), and (v) any Contamination increasing, first occurring or first becoming known by Seller with respect to any Project after the Effective Date. Authorized Qualifications shall not constitute a default by Seller or a failure of a condition precedent to Closing. If, prior to the Closing, there occurs or exists a breach of a representation or warranty of Seller that constitutes an Authorized Qualifications, then the Purchasers shall have no remedy therefor and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor. If (x) between the Effective Date and the Closing Date, facts or events not known to Seller prior to the Effective Date are discovered by Seller, (y) such facts or events are not Authorized Qualifications or otherwise caused by the Seller or any of the Owners in contravention of the terms of this Agreement, and (z) such facts or events would result in a failure of the condition set forth in Section 3.5(a)(ii) above, such failure 33 shall not constitute a breach of this Agreement, and following Seller’s written notice to the Purchasers (which Seller shall be obligated to deliver to the Purchasers promptly after Seller obtains Knowledge of same), the Purchasers’ sole remedies in such event shall be to either: (i) waive the condition and proceed to Closing; or (ii) terminate this Agreement in accordance with Section 3.6(b) and, in such event, cause the Polish Purchasers to terminate the Polish Purchase Agreement; provided, however, if the Purchasers do not exercise their right to terminate this Agreement on or before the later of (A) the scheduled Closing Date or (B) the date that is three (3) Business Days after the Purchasers receive written notice from Seller of such facts or events (and Closing shall be automatically extended to permit the running of such period), then the Purchasers shall be deemed to have elected to waive the condition and proceed to Closing under this Agreement and to closing under the Polish Purchase Agreement (subject to the satisfaction of the conditions precedent thereunder). If the Purchasers terminate this Agreement pursuant to this ARTICLE IV, then the Escrowed Deposit shall be returned to the Purchasers and the Parties shall have no further obligations or liabilities hereunder. ARTICLE V

Changes in Representations and Warranties. The term “Authorized Qualifications” shall mean any qualifications to the Seller’s Representations and Warranties to reflect: (i) new Leases, Lease amendments, new Contracts, and/or Contract amendments, executed by Seller or the Applicable Owners after the Effective Date in accordance with this Agreement, (ii) any action taken by Seller in respect of the Owners or the Project not prohibited by or otherwise in contravention of the terms of this Agreement, (iii) a default by a Tenant under any Lease or contractor under a Contract, or an insolvency by a Tenant or a contractor occurring after the Effective Date, (iv) the amendment of each Owner LLC Agreement in accordance with Section 7.1(j), and (v) any Contamination increasing, first occurring or first becoming known by Seller with respect to any Project after the Effective Date. Authorized Qualifications shall not constitute a default by Seller or a failure of a condition precedent to Closing. If, prior to the Closing, there occurs or exists a breach of a representation or warranty of Seller that constitutes an Authorized Qualifications, then the Purchasers shall have no remedy therefor and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor. If (x) between the Effective Date and the Closing Date, facts or events not known to Seller prior to the Effective Date are discovered by Seller, (y) such facts or events are not Authorized Qualifications or otherwise caused by the Seller or any of the Owners in contravention of the terms of this Agreement, and (z) such facts or events would result in a failure of the condition set forth in Section 3.5(a)(ii) above, such failure 33 shall not constitute a breach of this Agreement, and following Seller’s written notice to the Purchasers (which Seller shall be obligated to deliver to the Purchasers promptly after Seller obtains Knowledge of same), the Purchasers’ sole remedies in such event shall be to either: (i) waive the condition and proceed to Closing; or (ii) terminate this Agreement in accordance with Section 3.6(b) and, in such event, cause the Polish Purchasers to terminate the Polish Purchase Agreement; provided, however, if the Purchasers do not exercise their right to terminate this Agreement on or before the later of (A) the scheduled Closing Date or (B) the date that is three (3) Business Days after the Purchasers receive written notice from Seller of such facts or events (and Closing shall be automatically extended to permit the running of such period), then the Purchasers shall be deemed to have elected to waive the condition and proceed to Closing under this Agreement and to closing under the Polish Purchase Agreement (subject to the satisfaction of the conditions precedent thereunder). If the Purchasers terminate this Agreement pursuant to this ARTICLE IV, then the Escrowed Deposit shall be returned to the Purchasers and the Parties shall have no further obligations or liabilities hereunder. ARTICLE V.

Changes in Representations and Warranties. The term “Authorized Qualifications” Throughout the period from the Effective Date through and including the Closing Date, Seller shall mean any qualifications to the Seller’s Representations and Warranties to reflect: give Purchaser as promptly as practicable written notice of (i) new Leases, Lease amendments, new Contracts, and/or Contract amendments, executed any representation and warranty made by Seller in this Agreement which Seller hereafter learns was inaccurate or the Applicable Owners after the Effective Date incorrect in accordance with this Agreement, any material respect when originally made and (ii) any action taken event, change or occurrence known to Seller which would make any representation or warranty of Seller inaccurate or incorrect in any material respect as of the time of such event, change or occurrence (Seller hereby acknowledging and agreeing that all representations and warranties of Seller herein (together with and subject to any modifications thereto by Seller in respect notified to Purchaser prior to termination of the Owners or the Project not prohibited Due Diligence Period) are hereby deemed to be re-made and re-affirmed by or otherwise in contravention Seller upon expiration of the terms of Due Diligence Period if Purchaser shall not have theretofore terminated this Agreement, ) and (iii) a default any event, change or occurrence known to Seller which Seller believes will prevent Seller from making the same representations and warranties as set forth herein (together with and subject to any modifications thereto by a Tenant under Seller notified to Purchaser prior to termination of the Due Diligence Period) on and as of the Closing Date. The giving of any Lease or contractor under a Contract, or an insolvency by a Tenant or a contractor occurring such notices after the Effective Date, (iv) termination of the amendment of each Owner LLC Agreement in accordance with Section 7.1(j), and (v) any Contamination increasing, first occurring or first becoming known by Seller with respect to any Project after the Effective Date. Authorized Qualifications Due Diligence Period shall not constitute a default by Seller limit or a failure modify any rights of a condition precedent to Closing. If, prior to Purchaser hereunder arising in the Closing, there occurs or exists case of a breach of a representation or warranty of Seller that constitutes an Authorized Qualifications, then the Purchasers shall have no remedy therefor and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor. If (x) between the Effective Date and the Closing Date, facts or events not known to Seller prior to the Effective Date are discovered by Seller, (y) such facts or events are not Authorized Qualifications or otherwise caused by and Purchaser shall have the Seller or any of the Owners in contravention of the terms of this Agreement, and (z) such facts or events would result in a failure of the condition set forth in Section 3.5(a)(ii) above, such failure 33 shall not constitute a breach of this Agreement, and following Seller’s written notice to the Purchasers (which Seller shall be obligated to deliver to the Purchasers promptly after Seller obtains Knowledge of same), the Purchasers’ sole remedies in such event shall be to either: (i) waive the condition and proceed to Closing; or (ii) terminate this Agreement in accordance with Section 3.6(b) and, in such event, cause the Polish Purchasers to terminate the Polish Purchase Agreement; provided, however, if the Purchasers do not exercise their right to terminate this Agreement on or before the later of (A) the scheduled Closing Date or (B) the date that is three (3) Business Days after the Purchasers receive written notice from Seller of such facts or events (and Closing shall be automatically extended to permit the running of such period), then the Purchasers shall be deemed to have elected to waive the condition and proceed at any time prior to Closing under this Agreement and to closing under the Polish Purchase Agreement (subject to the satisfaction following receipt by Purchaser of the conditions precedent thereunder). If the Purchasers terminate this Agreement pursuant to this ARTICLE IV, then the Escrowed Deposit shall be returned to the Purchasers and the Parties shall have no further obligations any such notice of a materially inaccurate or liabilities hereunder. ARTICLE Vincorrect representation or warranty.

Changes in Representations and Warranties. The term “Authorized Qualifications” shall mean any qualifications In the event that a representation and warranty of Seller was true when made but becomes no longer true prior to the Seller’s Representations and Warranties Closing due to reflect: (i) new Leases, Lease amendments, new Contracts, and/or Contract amendments, executed events following the Effective Date which were not caused by Seller or Seller's agents, Seller shall notify Buyer within one (1) Business Day of learning that such representation or warranty is no longer true and specifying in detail the Applicable Owners event that caused such change ("Change in Representation"). In the event that the aggregate of (a) all costs to remedy the event which led to the Change in Representation in order to cause the Property and the Buyer to be placed in the condition that would make the representation true and correct to the extent such remedy is possible ("Representation Cure") and (b) the decrease in value of the Property, to the extent the Change in Representation cannot be remedied, from the value if the representation were true and correct (together, "Representation Reduced Value") exceed Five Hundred Thousand Dollars ($500,000) ("Representation Reduction Limit"), Buyer shall have until the later of the Scheduled Closing Date or (ii) five (5) Business Days following Buyer's receipt of such notification, within which to give Seller and Escrow Holder written approval of any such Change in Representation or written notice outlining any Change in Representation objected to and specifying if applicable, Buyer's desired cure. Buyer's failure to provide any such notice shall be deemed disapproval of the Change in Representation and this Agreement shall terminate. Seller shall have five (5) Business Days after receipt of Buyer's notice to advise Buyer and Escrow Holder, in writing, as to whether Seller shall cure said objections prior to the Effective Date Closing or cure such objections to the extent that the Representation Reduced Value following such cure does not exceed the Representation Reduction Limit. Seller's failure to advise Buyer of Seller's election within such five (5) Business Day period shall be deemed an election to refuse to so cure said objections. If Seller elects to so cure, completion of such cure shall be a covenant by Seller as well as a condition to Buyer's obligation to purchase the Property. In the event Seller elects, or is deemed to elect, not to cure Buyer's objections to the Change in accordance with Representation, Buyer shall have the option within five (5) Business Days following receipt of Seller's election or, if Seller fails to so notify Buyer, within five (5) Business Days following the last date provided herein for Seller to give such notice, to (A) waive Buyer's objections and purchase the Property as otherwise contemplated in this Agreement, notwithstanding such objections, or (iiB) terminate this Agreement by written notice to Seller and Escrow Holder. Buyer's failure to so notify Seller within such five (5) Business Day period shall be deemed Buyer's election to terminate this Agreement. In the event Buyer waives its objections and elects to purchase the Property or in the event the Representation Reduced Value is in excess of $100,000 but less than the Representation Reduction Limit, the Purchase Price shall be reduced by the Representation Reduced Value up to the Reduction Limit (but shall not be reduced if the Representation Reduced Value is less that $100,000). Notwithstanding the foregoing, any action taken Change in Representation intentionally caused by Seller, Buyer shall have the right to elect to require that Seller remedy such Change in respect Representation Seller prior to Closing or, at Buyer's election, the full Reduced Value shall be deducted from the Purchase Price. Such remedies shall not limit any other remedy of Seller resulting from such intention causation by Seller. To the Owners extent the time periods for notice, objection, approval or waiver cause the Project not prohibited by time period permitted therefor to extent beyond the Scheduled Closing Date, the parties agree that the Scheduled Closing Date shall be extended to the extent necessary to permit the parties to utilize the time periods set forth in this Section. The representations and warranties set forth in this Article VI or otherwise elsewhere in contravention of this Agreement shall survive the terms execution and delivery of this Agreement, (iii) a default by a Tenant under any Lease or contractor under a Contract, or an insolvency by a Tenant or a contractor occurring after the Effective Date, (iv) delivery of the amendment Deed and transfer of each Owner LLC Agreement in accordance with Section 7.1(j), and (v) any Contamination increasing, first occurring or first becoming known by Seller with respect to any Project after the Effective Date. Authorized Qualifications shall not constitute a default by Seller or a failure of a condition precedent to Closing. If, prior title to the Closing, there occurs or exists a breach of a representation or warranty of Seller that constitutes an Authorized Qualifications, then the Purchasers shall have no remedy therefor and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor. If (x) between the Effective Date and the Closing Date, facts or events not known to Seller prior to the Effective Date are discovered by Seller, (y) such facts or events are not Authorized Qualifications or otherwise caused by the Seller or any of the Owners in contravention of the terms of this Agreement, and (z) such facts or events would result in a failure of the condition set forth in Section 3.5(a)(ii) above, such failure 33 shall not constitute a breach of this Agreement, and following Seller’s written notice to the Purchasers (which Seller shall be obligated to deliver to the Purchasers promptly after Seller obtains Knowledge of same), the Purchasers’ sole remedies in such event shall be to either: (i) waive the condition and proceed to Closing; or (ii) terminate this Agreement in accordance with Section 3.6(b) and, in such event, cause the Polish Purchasers to terminate the Polish Purchase Agreement; provided, however, if the Purchasers do not exercise their right to terminate this Agreement on or before the later of (A) the scheduled Closing Date or (B) the date that is three (3) Business Days after the Purchasers receive written notice from Seller of such facts or events (and Closing shall be automatically extended to permit the running of such period), then the Purchasers shall be deemed to have elected to waive the condition and proceed to Closing under this Agreement and to closing under the Polish Purchase Agreement (subject to the satisfaction of the conditions precedent thereunder). If the Purchasers terminate this Agreement pursuant to this ARTICLE IV, then the Escrowed Deposit shall be returned to the Purchasers and the Parties shall have no further obligations or liabilities hereunder. ARTICLE VProperty.

Changes in Representations and Warranties. The term “Authorized Qualifications” Throughout the period from the Date of Execution through and including the Closing Date, Seller shall mean any qualifications to the Seller’s Representations and Warranties to reflect: give Purchaser prompt written notice of (i) new Leases, Lease amendments, new Contracts, and/or Contract amendments, executed by Seller or the Applicable Owners after the Effective Date in accordance with this Agreement, (iia) any action taken representation and warranty made by Seller in respect this Agreement which Seller during such period obtains Knowledge that it was inaccurate or incorrect when originally made, (b) any event, change or occurrence arising after the Date of Execution which would make any representation or warranty of Seller inaccurate or incorrect as of the Owners time of such event, change or the Project not prohibited occurrence (Seller hereby acknowledging and agreeing that all representations and warranties of Seller herein are hereby deemed re-made and re-affirmed by or otherwise Seller each and every day while this Agreement is in contravention of the terms of this Agreement, (iii) a default by a Tenant under any Lease or contractor under a Contract, or an insolvency by a Tenant or a contractor occurring after the Effective Date, (iv) the amendment of each Owner LLC Agreement in accordance with Section 7.1(jeffect), and (vc) any Contamination increasingevent, first occurring change or first becoming known by Seller with respect to any Project occurrence arising after the Effective Date of Execution which will or reasonably may be anticipated to prevent Seller from making the same representations and warranties as set forth herein on and as of the Closing Date. Authorized Qualifications Upon receipt of said notice, Purchaser may either (i) extend the Closing Date for the period of time necessary to complete remediation of such Material Adverse Change at Seller’s sole cost and expense for a period of no more than ninety (90) days (“Outside Date”), or (ii) terminate this Agreement upon written notice to Seller, in which event the Deposit and Transaction Costs shall be refunded to Purchaser and neither party shall have any further right or obligation hereunder other than those expressly stated to survive. Seller cannot be liable for failure to disclose an immaterial misrepresentation. The giving of any such notices shall not constitute a default by Seller limit or a failure modify any rights of a condition precedent to Closing. If, prior to Purchaser hereunder arising in the Closing, there occurs or exists case of a breach of a representation or warranty of by Seller that constitutes an Authorized Qualificationsdiscovered after Closing, then the Purchasers and Purchaser shall have no remedy therefor the right, subject to and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor. If (x) between the Effective Date and the Closing Date, facts or events not known to Seller prior to the Effective Date are discovered by Seller, (y) such facts or events are not Authorized Qualifications or otherwise caused by the Seller or any of the Owners in contravention of the terms of this Agreement, and (z) such facts or events would result in a failure of the condition set forth in Section 3.5(a)(ii) above, such failure 33 shall not constitute a breach of this Agreement, and following Seller’s written notice to the Purchasers (which Seller shall be obligated to deliver to the Purchasers promptly after Seller obtains Knowledge of same), the Purchasers’ sole remedies in such event shall be to either: (i) waive the condition and proceed to Closing; or (ii) terminate this Agreement in accordance with Section 3.6(b) andArticle XII, in such event, cause the Polish Purchasers to terminate the Polish Purchase Agreement; provided, however, if the Purchasers do not exercise their right to terminate this Agreement on and receive an immediate refund of the Deposit and Transaction Costs at any time prior to the Closing, following receipt by Purchaser of any such notice of any materially inaccurate or before the later incorrect representation or warranty under clauses (a) – (c) of (A) the scheduled Closing Date or (B) the date that is three (3) Business Days after the Purchasers receive written notice from Seller this Section. Any determination of such facts or events (and Closing materiality under this Section shall be automatically extended to permit the running of such period), then the Purchasers shall be deemed to have elected to waive the condition and proceed to Closing under this Agreement and to closing under the Polish Purchase Agreement (subject to the satisfaction of the conditions precedent thereunder). If the Purchasers terminate this Agreement pursuant to this ARTICLE IV, then the Escrowed Deposit shall be returned to the Purchasers and the Parties shall have no further obligations or liabilities hereunder. ARTICLE Vmade by Purchaser in its reasonable discretion.