Representations Remade. Borrower warrants and covenants that the foregoing representations and warranties will be true and shall be deemed remade as of the date of the Closing. All representations, warranties and covenants made herein or in any other Loan Document or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to or in connection with this Agreement or any other Loan Document shall be deemed to have been relied upon by Lender, notwithstanding any investigation heretofore or hereafter made by or on behalf of Lender. All such representations, warranties and covenants shall survive the making of the Loan and any or all of the Advances contemplated hereby and shall continue in full force and effect until such time as the Loan has been paid in full.
Representations Remade. Borrower warrants and covenants that the foregoing representations and warranties will be true and shall be deemed remade as of the date of the Closing. All representations and warranties made in the other Loan Document or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to the Loan Documents shall be deemed to have been relied upon by Lender, notwithstanding any investigation made by or on behalf of Lender. All such representations and warranties shall survive the making of the Loan and shall continue in full force and effect until such time as the Loan has been paid in full.
Representations Remade. Such Borrower warrants and covenants that the foregoing representations and warranties will be true and shall be deemed remade as of the date of the Closing and as of the date of each other Advance pursuant to Article 5. All representations and warranties made herein or in any other Loan Document or in any certificate or other document delivered to Lender by or on behalf of such Borrower pursuant to or in connection with this Agreement or any other Loan Document shall be deemed to have been relied upon by Lender, notwithstanding any investigation heretofore or hereafter made by or on behalf of Lender. All such representations and warranties shall survive the making of the Loan and any or all of the Advances contemplated hereby and shall continue in full force and effect until such time as the Loan has been paid in full.
Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations shall be updated by delivering written notice to Purchaser or Purchaser’s Affiliates in order to reflect any fact, matter or circumstance which Seller’s representatives identified in Section 9.1 become aware of that would make any of Seller’s representations or warranties contained herein untrue or incorrect (any such disclosure being referred to as a “Pre-Closing Disclosure”).
Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1 of this Agreement and Section 7 of the Company Disclosure Letter, except that the representations may be updated at or prior to the Closing Date by delivering written notice to Purchaser that any of Seller’s representations or warranties contained herein are untrue or incorrect; provided, however, that subject to the following sentence, any amendment or supplement to Seller’s representations shall have no effect for the purposes of determining whether the condition precedent to Purchaser’s obligation to close on the Closing Date set forth in Section 8.1.2 has been satisfied. Notwithstanding the foregoing, the condition set forth in Section 8.1.2 shall not be deemed to have failed if any representation or warranty becomes untrue or incorrect due to (i) new Service Contracts or amendments to Service Contracts entered into in accordance with this Agreement or Service Contracts that have expired by their stated terms, (ii) new Construction Contracts or amendments to Construction Contracts entered into in accordance with this Agreement or all work being complete and all amounts due the contractor being paid with respect to any Construction Contract in accordance with the terms of this Agreement, (iii) new Leases or amendments to Leases entered into in accordance with this Agreement, (iv) rent prepayments for which Purchaser receives a credit at Closing, (v) changes to Exhibits K-1, K-2 or K-3 of the Company Disclosure Letter to take into account changes in payments made or the completion of work in accordance with the terms of this Agreement and the applicable Lease, or (vi) any condemnation action initiated or threatened against the Property; provided that, in each instance under clauses (i) through (vi), the representation or warranty did not become untrue or incorrect as a result of any act taken by Seller in violation of this Agreement or omission of Seller in violation of this Agreement.
Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations may be updated at or prior to the Closing Date by delivering written notice to Purchaser that any of Seller’s representations or warranties contained herein are untrue or incorrect and Purchaser shall be entitled to all applicable rights and remedies contained in Section 8.4 in connection therewith. The condition set forth in Section 8.4 shall not be deemed to have failed if any representation or warranty becomes untrue or incorrect due to (i) new Service Contracts or amendments to Service Contracts entered into in accordance with this Agreement or Service Contracts that have expired by their stated terms, (ii) new Construction Contracts or amendments to Construction Contracts entered into in accordance with this Agreement or all work being complete and all amounts due the contractor being paid with respect to any Construction Contract, (iii) New Leases or amendments to New Leases entered into in accordance with this Agreement or Leases which have expired by their own terms, (iv) new Utility Agreements or amendments to Utility Agreements entered into in accordance with this Agreement or Utility Agreements that have expired by their stated terms, (v) rent prepayments for which Purchaser receives a credit at Closing, (vi) delivery of a written default notice under any Lease, (vii) delivery of a written default notice under the Easement Agreement, (viii) any tenant initiating an audit of pass through expenses, or (ix) changes to Exhibits K-1, K-2 or K-4 of the Company Disclosure Letter to take into account changes in payments made or the completion of work; provided that, in each instance under clauses (i) through (ix), the representation or warranty did not become untrue or incorrect as a result of any act taken by Seller in violation of this Agreement or omission of Seller in violation of this Agreement.
Representations Remade. Seller shall be deemed to remake and restate the representations and warranties set forth in Section 9(A) except that the representations and warranties shall be updated: (i) by Seller delivering written notice to Purchaser to reflect any fact, matter or circumstance which Seller's Chicago, Illinois representatives become aware of that would make any of Seller's representations contained in Section 9(A) untrue or incorrect in any material respect, (ii) to reflect any Disclosures prior to the Inspection Period, (iii) to reflect any statements or allegations in Estoppel Certificates that a default or potential default exists on the part of Seller under the respective Leases in question not previously disclosed to Purchaser that would otherwise make any of Seller's representations in Section 9(A) untrue in any material respect, and (iv) to reflect Purchaser's actual knowledge, prior to the end of the Inspection Period, of facts inconsistent with or different from the representations (items (i) through (iv) being collectively referred to herein as the "Pre-Closing Disclosures").
Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations shall be updated by delivering written notice to Purchaser in order to reflect any fact, matter or circumstance which Seller becomes aware of that would make any of Seller’s representations or warranties contained herein untrue or incorrect (any such disclosure being referred to as a “Pre-Closing Disclosure”). EOP Operating Limited Partnership hereby agrees that, subject to the Liability Limitations and Floor Amount liability limitations set forth in Section 10 hereof and limitations on survival set forth in Section 9.5 hereof, it shall be jointly and severally liable with Seller to Purchaser under this Agreement with respect to any breach by Seller of the representations and warranties contained in Section 9.1 of this Agreement, and EOP Operating Limited Partnership has agreed to join in the execution of this Agreement for the purpose evidencing such obligation.
Representations Remade. As of Closing, and subject to the provisions of Section 8.3, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations shall be updated by delivering written notice to Purchaser in order to reflect any fact, matter or circumstance which the Knowledge Party becomes aware of that would make any of Seller’s representations or warranties contained herein untrue or incorrect in any material respect (any such disclosure being referred to as a “Pre-Closing Disclosure”), which Pre-Closing Disclosures shall be subject to Section 8.3.
Representations Remade. As of Closing, and subject to this provisions of Section 8.5 and this Section 9.2, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations shall be updated by delivering written notice to Purchaser (a “Pre-Closing Disclosure”) in order to reflect any fact, matter or circumstance that would make any of Seller’s representations or warranties contained herein untrue or incorrect in any material respect (a “New Matter”) of which the Knowledge Party becomes aware. If Seller delivers a Pre-Closing Disclosure at any time after the Effective Date regarding a New Matter, or if Purchaser otherwise discovers a New Matter after the end of the Due Diligence Period, Purchaser may terminate this Agreement within ten (10) days of the Pre-Closing Disclosure or the date of discovery, as applicable (and in any event no later than two (2) business days prior to Closing), by written notice to Seller. Upon such termination, Escrow Agent shall promptly refund the Earnest Money to Purchaser, and neither party shall have any further rights or obligations under this Agreement or the ROE except those which expressly survive termination of this Agreement or the ROE. If Purchaser does not elect to terminate, then (i) the breach by Seller of the representations or warranties with respect to the New Matter shall be deemed waived by Purchaser, (ii) Seller shall not be in default hereunder and 1379426.v9 ImanageDB:4161238.11
