Representation Accuracy Sample Clauses

Representation Accuracy. If prior to the Closing Date (i) Buyer or any Receiving Party Representative has or obtains knowledge that any of Sellers’ representations or warranties set forth in this Article VIII are untrue in any respect, or (ii) any information in the Leases, Service Contracts, any Tenant Estoppel or GSA Estoppel, the Information, the Offering Package and Due Diligence Materials or other written information provided or made available to Buyer or any Receiving Party Representative (collectively, the “Specified Documents”) is inconsistent with any of Sellers’ representations or warranties hereunder, and Buyer nevertheless proceeds with the Closing, then (X) the breach by any Seller of the representations and warranties as to which Buyer shall have such knowledge or which are inconsistent with the Specified Documents, shall be deemed waived by Buyer, (Y) such representations and warranties shall be deemed modified to conform them to the information that Buyer shall have knowledge of or the information in the Specified Documents, as applicable, and (Z) no Seller shall have any liability to Buyer or its successors or assigns in respect thereof. Buyer shall promptly notify Sellers in writing if Buyer has or obtains knowledge that any of Sellers’ representations or warranties set forth in this Article VIII are untrue in any respect.

Representation Accuracy. No representation or warranty by -------------------------- Seller made in this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to be stated therein or necessary to make the statements contained therein not materially misleading. No notice given pursuant to Agreement will contain any untrue statement or omit to state a material fact necessary to make the statements therein or in this Agreement, in light of the circumstances in which they were made, not misleading.

Representation Accuracy. To Buyer’s knowledge and belief, no representation or warranty by Buyer made in this Agreement contains, or on the Closing Date will contain, any untrue statement of a material fact, or omits, or on the Closing Date will omit, to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading.

Representation Accuracy. Notwithstanding anything to the contrary contained in this Agreement, Sellers shall be deemed to have not made any representation or warranty, and Sellers shall have no obligation or liability to Buyer with respect to (a) any of the foregoing matters as to or concerning any Lease, which is stated or confirmed in a Tenant Estoppel delivered by a Tenant under its Lease and (b) the inaccuracy or breach of any representation or warranty of Sellers hereunder, to the extent such inaccuracy or breach (i) is known by Buyer or the Receiving Party Representatives or included in the Leases, Service Contracts, Listing Agreements, the Information, or other written information provided or made available to Buyer or any Receiving Party Representative (collectively, the “Specified Documents”), (ii) becomes known to Buyer prior to the Closing Date and Buyer does not promptly thereafter, and in all events, prior to the Closing Date, provide written notice thereof to Sellers, or (iii) arises from the act or omission of Buyer or the Receiving Party Representatives or was consented to by Buyer.