HICKORY'S REPRESENTATIONS DEEMED MODIFIED Clause Samples

HICKORY'S REPRESENTATIONS DEEMED MODIFIED. To the extent that Down REIT actually knows at or prior to the Closing that any of Hickory's representations and warranties that are required to be made on the Closing Date are inaccurate, untrue or incorrect in any way and fails to notify Hickory and make a claim with respect thereto pursuant to Section 10.2, such representations and warranties shall be deemed modified to reflect Down REIT's knowledge. Hickory shall not have any liability for a breach of representation or warranty by reason of any inaccuracy of a representation or warranty if and to the extent that such inaccuracy is actually known by Down REIT at the time of the Closing and Down REIT nevertheless fails to notify Hickory and make a claim with respect thereto pursuant to Section 10.2 and proceeds to consummate the Closing. For purposes of this Agreement, knowledge of Down REIT means the current, actual, conscious (and not constructive, imputed or implied) knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (head of leasing) and ▇▇▇▇▇▇ ▇▇▇▇▇▇.