REPRESENTATIONS AND WARRANTIES OF SELLER AND GENERAL PARTNER. 2 Section 2.1
REPRESENTATIONS AND WARRANTIES OF SELLER AND GENERAL PARTNER. Seller and Hall Apartment Associates, Inc. (the "Managing General Partner"), a Texas corporation which is the general partner of Hall 1985 Management Associates Limited Partnership, a Texas limited partnership which is the general partner of Hall Pension Fund Associates, a Texas limited partnership and the general partner of the Partnership, hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND GENERAL PARTNER. Seller and the General Partner, jointly and severally, represent and warrant to Buyer (i) that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5, taking into account all amendments and supplements thereto pursuant to Section 7.5 provided by Seller to Buyer prior to the Closing); (ii) that the schedules to the subsections of this Section 5 delivered by Seller and General Partner to Buyer on the date hereof (such schedules hereinafter collectively referred to as the “Disclosure Schedules” and, individually, as a “Disclosure Schedule) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5, taking into account all amendments and supplements thereto pursuant to Section 7.5 provided by Seller to Buyer prior to the Closing); and (iii) that said statements and Disclosure Schedules shall survive the Closing for a period of two (2) years. Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail; provided, however, that anything disclosed in the Disclosure Schedules or any amendments or supplements thereto shall be deemed adequate to disclose an exception to a representation or warranty made herein if the item disclosed would have placed a reasonably diligent person on notice that the representations or warranties were qualified by such information. Wherever a representation or warranty herein is qualified as having been made “to the best of Seller’s or General Partner’ knowledge”, such phrase shall mean the actual knowledge of Seller or General Partner, their respective officers, directors, employees and representatives, after reasonable inquiry.
REPRESENTATIONS AND WARRANTIES OF SELLER AND GENERAL PARTNER. As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, Seller and General Partner hereby jointly and severally represent and warrant to Buyer, which representations and warranties shall be true and correct on the date hereof and as of the date of Closing, as follows:
