REPRESENTATIONS AND
WARRANTIES OF PARENT, MERGER SUB
AND PARENT OPERATING PARTNERSHIP. The following representations and warranties by Parent, Merger Sub and Parent Operating Partnership are qualified in their entirety by reference to the disclosures (a) in the Parent SEC Documents (excluding any information or documents incorporated by reference therein and excluding any disclosures under the captions “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are predictive, cautionary or forward-looking in nature) filed on or after December 31, 2014 and prior to the date hereof (and then only to the extent that the relevance of any disclosed event, item or occurrence in such Parent SEC Documents to a matter covered by a representation or warranty set forth in this Article V is reasonably apparent on its face, or in the context, of the disclosure made as to matters and items which are the subject of such representation or warranty); provided, however, that the disclosures in the Parent SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which matters shall only be qualified by specific disclosure in the respective corresponding Section of the Parent Disclosure Letter and (ii) the representations and warranties made in Sections 5.5, 5.6, 5.8(b), 5.9, 5.19, and 5.27, and (b) set forth in Parent’s disclosure letter delivered to Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”). Each disclosure set forth in the Parent Disclosure Letter shall qualify the Section to which it corresponds and any other Section to the extent the applicability of the disclosure to each other Section is reasonably apparent on its face from the text, or in the context, of the disclosure made; provided, however, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific Section or sub-Section of the Parent Disclosure Letter corresponding to such Fundamental Representation. The following representations are made by Parent, Merger Sub and Parent Operating Partnership on a joint and several basis. The representations and warranties of Parent, Merger Sub and Parent Operating Partnership set forth in this Article V are given without giving effect to the Merger, the Manager Contribution or the other Transactions, except that all representations and warranties made as of the Closing Date give effect to the Manager Contribution and for any representations and warranties of Parent, Merger Sub and Par...
