Common use of Seller’s Certificate Clause in Contracts

Seller’s Certificate. If any express representation or warranty of Seller set forth in Section 8 hereof needs to be modified due to changes since the Effective Date, a certificate of Seller, dated as of the Closing Date and executed on behalf of Seller by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller have any Liability to Buyer for, or be deemed to be in default hereunder by reason of any breach of a representation or warranty set forth in Section 8 hereof which results from any change that (i) occurs between the Effective Date and the Closing Date, and (ii) is either expressly permitted under the terms of this Agreement or beyond the reasonable control of Seller to prevent. The occurrence of a change in a representation or warranty which is permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment of the conditions set forth in Section 5.1.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in any certificate of Seller delivered pursuant to this Section 6.2.4;

Seller’s Certificate. If any express representation or warranty of any Seller set forth in Section 8 hereof or by HCP in the Addendum hereto needs to be modified due to changes since the Effective Date, a certificate of such Seller, dated as of the Closing Date and executed on behalf of such Seller by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall any Seller have any Liability to Buyer for, or be deemed to be in default hereunder by reason of any breach of a representation or warranty set forth in Section 8 hereof or by HCP as set forth in the Addendum attached hereto which results from any change that (i) occurs between the Effective Date and the Closing Date, and (ii) is either expressly permitted under the terms of this Agreement or beyond the reasonable control of such Seller to prevent. The occurrence of a change in a representation or warranty which is permitted hereunder or is beyond the reasonable control of any Seller to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment of the conditions set forth in Section 5.1.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, any applicable Seller’s representations and warranties set forth in this Agreement or the Addendum hereto shall be deemed to have been modified by all statements made in any certificate of such Seller delivered pursuant to this Section 6.2.4;

Seller’s Certificate. If any express representation or warranty of Seller set forth in Section 8 hereof needs to be modified due to changes since the Effective Date, a certificate of Seller, dated as of the Closing Date and executed on behalf of Seller by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller have any Liability be liable to Buyer for, or be deemed to be in default hereunder by reason of any breach of a representation or warranty set forth in Section 8 hereof which results from any change that (i) occurs between the Effective Date and the Closing Date, Date and (ii) is either expressly permitted under the terms of this Agreement or beyond the reasonable control of Seller to prevent. The occurrence of a change in a representation or warranty which is permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment of the conditions set forth in Section 5.1.1 5.1.2.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in any certificate of Seller delivered pursuant to this Section 6.2.4such certificate;

Seller’s Certificate. If any express representation or warranty of any Seller set forth in Section 8 hereof needs to be modified due to changes since the Effective Date, a certificate of such Seller, dated as of the Closing Date and executed on behalf of such Seller by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall any Seller have any Liability to Buyer for, or be deemed to be in default hereunder by reason of any breach of a representation or warranty set forth in Section 8 hereof which results from any change that (i) occurs between the Effective Date and the Closing Date, and (ii) is either expressly permitted under the terms of this Agreement or beyond the reasonable control of such Seller to prevent. The occurrence of a change in a representation or warranty which is permitted hereunder or is beyond the reasonable control of any Seller to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment of the conditions set forth in Section 5.1.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, any applicable Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in any certificate of such Seller delivered pursuant to this Section 6.2.4;

Seller’s Certificate. If any express representation or warranty A certificate from Seller in the form attached hereto as Schedule 4 (“Seller’s Certificate”), evidencing the reaffirmation of Seller the truth and accuracy in all material respects of Seller’s representations and warranties set forth in Section 8 hereof needs to 4.1 hereof, with such modifications thereto as may be modified due to changes appropriate in light of any change in circumstance since the Effective Date, a certificate of Seller, dated as of the Closing Date and executed on behalf of Seller by a duly authorized representative thereof, or identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller have any Liability be liable to Buyer Purchaser for, or be deemed to be in default hereunder by reason of of, any breach of a representation or warranty set forth in Section 8 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing Date, and (ii) is either expressly permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent. The ; provided, however, that the occurrence of a change in a representation or warranty which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to BuyerPurchaser, constitute the non-fulfillment non‑fulfillment of the conditions condition set forth in Section 5.1.1 hereof. If6.1(b) (unless such change was actually known to Purchaser prior to the expiration of the Inspection Period); if, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in any certificate of Seller delivered pursuant to this Section 6.2.4such certificate;

Seller’s Certificate. If any express representation or warranty of either Seller set forth in Section 8 hereof needs to be modified due to changes since the Effective Date, a certificate of such Seller, dated as of the Closing Date and executed on behalf of such Seller by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall either Seller have any Liability to either Buyer for, or be deemed to be in default hereunder by reason of any breach of a representation or warranty set forth in Section 8 hereof which results from any change that (i) occurs between the Effective Date and the Closing Date, and (ii) is either expressly permitted under the terms of this Agreement or beyond the reasonable control of such Seller to prevent. The occurrence of a change in a representation or warranty which is permitted hereunder or is beyond the reasonable control of Seller Sellers to prevent shall, if materially adverse to either Buyer, constitute the non-fulfillment of the conditions set forth in Section 5.1.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, any applicable Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in any certificate of such Seller delivered pursuant to this Section 6.2.4;

Seller’s Certificate. If any express representation or warranty of Seller set forth in Section 8 hereof or in the Addendum hereto needs to be modified due to changes since the Effective Date, a certificate of Seller, dated as of the Closing Date and executed on behalf of Seller by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller have any Liability to Buyer for, or be deemed to be in default hereunder by reason of any breach of a representation or warranty set forth in Section 8 hereof or in the Addendum hereto which results from any change that (i) occurs between the Effective Date and the Closing Date, and (ii) is either expressly permitted under the terms of this Agreement or beyond the reasonable control of Seller to prevent. The occurrence of a change in a representation or warranty which is permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment of the conditions set forth in Section 5.1.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement or the Addendum hereto shall be deemed to have been modified by all statements made in any certificate of Seller delivered pursuant to this Section 6.2.4;