QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES Sample Clauses

QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES. 2.1(d)(iii): The following Mortgaged Properties are undergoing rehabilitation: · Crescent Village · Post Woods · Willow Bend The following Mortgaged Properties are subject to the requirements of the Repair Escrow Agreement: Ashley Square, Bent Tree, Bridle Ridge, Brookstone, Fairmont Oaks, Lake Forest, Runnymede, South Park, Villages at Lost Creek, Woodlynn Village.
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QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES. To the ------------------------------------------------ extent that any of the representations or warranties of the ECIP Partners under Section 4.3 are known to Investor, Public Company or any of their Affiliates to ----------- be inaccurate on the Closing Date and Investor nevertheless closes the transactions contemplated by this Agreement, such representation(s) and warranty(ies) shall be deemed modified to the extent of such known inaccuracy and the ECIP Partners shall not be deemed in breach of the representation or warranty. Notwithstanding anything to the contrary stated or implied herein and in furtherance of the foregoing provisions of this Section 4.4, the ECIP ----------- Partners shall have no liability for or with respect to any representation or warranty (or breach thereof) from and after the Closing if, prior to the Closing, the Investor, Public Company or any of their Affiliates discovers or learns of information (from whatever source, including, without limitation, ECIP, the ECIP Partners or any of their employees), or any reports, instruments or other documentation which were reviewed by or made available for review by Investor, Public Company or any of their Affiliates in connection with the transactions contemplated hereby (including, without limitation, any reports, surveys, and other due diligence documentation procured independently by Investor, Public Company or any of their Affiliates in connection with the transactions contemplated hereby) contain information that contradicts such representation and warranty, or renders such representation and warranty untrue or incorrect. Notwithstanding anything to the contrary stated in this Agreement or in any other Transaction Document, (a) Investor and Public Company have been previously informed that One EC, Two EC and the Four XX Xxxxx Retail Space contain asbestos containing material ("ACM"), (b) each representation and warranty set forth herein is modified as necessary to except the existence of ACM in One EC, Two EC and the portion of the Hyatt Regency retail space (described more specifically in Schedule 4.4) leased by Four EC (the "Four XX Xxxxx Retail Space") and (c) the ECIP Partners shall not be deemed to be in breach or default of any of the representations and warranties hereunder as a result of the presence or existence of ACM within One EC, Two EC or Four EC (with respect only to the Four XX Xxxxx Retail Space).
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QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES. To the ------------------------------------------------ extent that any of the representations or warranties of the 3ECW Partners under Section 4.3 are known to Investor, Public Company or any of their Affiliates to ----------- be inaccurate on the Closing Date and Investor nevertheless closes the transactions contemplated by this Agreement, such representation(s) and warranty(ies) shall be deemed modified to the extent of such known inaccuracy and the 3ECW Partners shall not be deemed in breach of the representation or warranty. Notwithstanding anything to the contrary stated or implied herein and in furtherance of the foregoing provisions of this Section 4.4, the 3ECW ----------- Partners shall have no liability for or with respect to any representation or warranty (or breach thereof) from and after the Closing if, prior to the Closing, the Investor, Public Company or any of their Affiliates discovers or learns of information (from whatever source, including, without limitation, 3ECW, the 3ECW Partners or any of their employees), or any reports, instruments or other documentation which were reviewed by or made available for review by Investor, Public Company or any of their Affiliates in connection with the transactions contemplated hereby (including, without limitation, any reports, surveys, and other due diligence documentation procured independently by Investor, Public Company or any of their Affiliates in connection with the transactions contemplated hereby) contain information that contradicts such representation and warranty, or renders such representation and warranty untrue or incorrect.
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QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES. Notwithstanding any contrary provision in this Agreement, any representation or warranty set forth in this Article is qualified by the conditions that all representation and warranties are made and given to the best of knowledge and belief of the party giving the relevant representation and warranties.
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QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES. The representations and warranties provided by the Seller pursuant to this Agreement are given subject to and qualified by and the Seller will not be liable for or in respect of any breach or non-fulfillment of such representations and warranties in respect of:
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Related to QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES

  • Certification as to Representations and Warranties Each Originator, by accepting the Purchase Price related to each purchase or contribution of Receivables generated by such Originator, shall be deemed to have certified that the representations and warranties of such Originator contained in Article V, as from time to time amended in accordance with the terms hereof, are true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) on and as of such day, with the same effect as though made on and as of such day (except for representations and warranties which apply to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) as of such earlier date).

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • No Representations and Warranties The Generico Parties understand and agree that, except as expressly set forth herein (including Section 4.03), the Alpha Parties are not, in this Agreement, in any Transaction Agreement or any Conveyancing and Assumption Instrument or in any other agreement or document contemplated by any of the Transaction Agreements representing or warranting to in any way (a) as to the value or freedom from encumbrance of, or any other matter concerning, any Generico Assets or (b) as to the legal sufficiency to convey title to any Generico Assets of the execution, delivery and filing of the instruments relating to the conveyance of title thereto, it being agreed and understood that all the Generico Assets are being transferred “as is, where is” and that the Generico Parties shall bear the economic and legal risk that any conveyances of such Assets shall prove to be insufficient or that the Generico Parties’ title to any such Assets shall be other than good and marketable and free from encumbrances. Similarly, the Generico Parties understand and agree that the Alpha Parties are not, in this Agreement, any Transaction Agreement or in any other agreement or document contemplated by any Transaction Agreement, including any Conveyancing and Assumption Instrument, representing or warranting in any way that the obtaining of the Consents or approvals, the execution and delivery of instruments and documents and the making of the filings and applications contemplated by this Agreement or any other Transaction Agreement shall satisfy the provisions of all applicable agreements or the requirements of all Applicable Laws or judgments, it being agreed and understood that the Generico Parties and the Alpha Parties shall bear the economic and legal risk that any necessary Consents or approvals are not obtained or that any requirements of Applicable Law are not complied with as set forth in Section 3.01(j).

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Limitation of Representations and Warranties Except as may be expressly represented or warranted in this Agreement by Seller, Seller makes no representations or warranties whatsoever with regard to any asset being transferred to Purchaser or any liability or obligation being assumed by Purchaser or as to any other matter or thing.

  • Representations and Warranties and Covenants 9 4.1 GENERALLY ........................................................... 9 4.2

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

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