REPRESENTATIONS AND WARRANTIES OF EMERITUS. Notwithstanding --------------------------------------------- that the transaction under this Agreement has been structured as a transfer of title to the NHP Assets by Seller to NHP (instead of a sale of the NHP Assets by Seller to Emeritus and thereafter a sale of the NHP Assets by Emeritus to NHP), it is the intent of Emeritus and NHP that the following representations and warranties be made by Emeritus as if Emeritus had purchased the NHP Assets and thereafter sold the NHP Assets to NHP. Emeritus has conducted reasonable independent due diligence and made inquiry of Seller as to the matters represented and warranted in this Section 3 as to which Seller is likely to have --------- knowledge. Accordingly, for purposes hereof, the phrase "to the best of Emeritus' knowledge after due inquiry" shall mean to Emeritus' knowledge based on its review of the Seller's representations and warranties set forth in the Purchase Agreement and the absence of any information to the contrary coming to the attention of Emeritus during the course of its due diligence and inquiries of Seller. In order to induce NHP to enter into this Agreement and the Leases, Emeritus represents and warrants to NHP the following:
REPRESENTATIONS AND WARRANTIES OF EMERITUS. Emeritus hereby represents and warrants to South Bay as follows:
