Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller's representations and warranties made in this Agreement shall be true and correct as of the Closing Date as if then made, there shall have occurred no material adverse change in the financial condition of the Seller or the physical or financial condition of the Property since the date hereof, the Seller shall have performed all of its covenants and other obligations under this Agreement and the Seller shall have executed and delivered to the Purchaser at Closing a Certificate to the foregoing effect.
Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of Seller’s representations and warranties made in this Agreement shall be true and correct in all material respects (meaning no breach or inaccuracy that is not cured by Seller would reasonably be expected to result in Purchaser incurring or assuming, or the Property being affected by, any liability, obligation, damage, loss, cost or expense in an amount equal to or greater than $100,000 (“5.1(b) Damages”)) as of the date hereof and as of the Closing Date as if then made (except for untruths or inaccuracies of which Purchaser obtains knowledge prior to the expiration of the Study Period), and Seller shall deliver a certificate to such effect (“Seller’s Date-down Certificate”). Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement. For purposes of this Section 5.1(b), a breach or inaccuracy of a representation or warranty shall be deemed cured by Seller if on or before the expiration of the cure period set forth in Section 9.1(a), Seller (i) agrees to pay or provide to Purchaser a credit to the Purchase Price at Closing in the amount of the 5.1(b) Damages, or (ii) takes corrective action that causes the breach or inaccuracy to no longer be a breach or inaccuracy in any material respect if then remade.
Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of the Seller’s representations and warranties made in this Contract shall be true and correct both as of the Effective Date and as of the Group One Closing Date (as it relates to the Group One Properties) or Group Two Closing Date (as it relates to the Group Two Properties), as applicable, as if then made, Seller shall have performed all of its covenants and other obligations under this Contract and Seller shall have executed and delivered to Purchaser at the Group One Closing Date (as it relates to the Group One Properties) or Group Two Closing Date (as it relates to the Group Two Properties), as applicable, a certificate to the foregoing effect.
Representations, Warranties and Covenants; Obligations of Seller; Certificate. All of Seller’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the date of Closing as if then made (or otherwise waived by Purchaser); there shall have been no material adverse change in the business conducted at the Property or the financial results thereof from the date of acceptance of this Agreement and no matter, condition or event shall have occurred which could in Purchaser’s reasonable judgment, materially and adversely affect the operation, value or marketability of the Property or any part thereof; Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement.
