Seller’s Representations Deemed Modified. To the extent that Buyer knows or is deemed to know prior to the expiration of the Due Diligence Period that Seller's representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer's knowledge or deemed knowledge, as the case may be. For purposes of this Agreement, (a) Buyer shall be "deemed to know" of the existence of a fact or circumstance to the extent that such fact or circumstance is disclosed by this Agreement, the Documents, any estoppel certificate executed by any tenant of the Property and delivered to Buyer, or any studies, tests, reports, or analyses prepared by or for Buyer or any of its employees, agents, representatives or attorneys (all of the foregoing being herein collectively called the "BUYER'S REPRESENTATIVES") or otherwise obtained by Buyer or Buyer's Representatives discloses such fact or circumstance to Buyer and (b) Buyer shall be "deemed to know" that a representation or warranty was untrue, inaccurate or incorrect to the extent that this Agreement, the Documents, any estoppel certificate executed by any tenant of the Property and delivered to Buyer, or any Buyer's Representatives, or otherwise obtained by Buyer or Buyer's Representatives contains information which is inconsistent with such representation or warranty.
Seller’s Representations Deemed Modified. To the extent that Buyer has actual knowledge prior to the expiration of the Due Diligence Period that any Seller’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer’s knowledge.
Seller’s Representations Deemed Modified. To the extent that Buyer actually knows before the Closing that Seller’s representations and warranties are materially inaccurate, untrue or incorrect in any way in accordance with Section 6.3.2 above, such representations and warranties shall be deemed modified to reflect Buyer’s knowledge. Notwithstanding the foregoing, Buyer’s option upon learning of an inaccurate representation or warranty shall be to terminate this Agreement (and receive a return of the Deposit) or to proceed with the Closing and waive its right to recover damages as a result of such inaccurate representation or warranty.
Seller’s Representations Deemed Modified. To the extent that Buyer knows or is deemed to know prior to the date hereof that Seller's representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer's knowledge or deemed knowledge, as the case may be. For purposes of this Agreement, Buyer shall be "deemed to know" that a representation or warranty was untrue, inaccurate or incorrect to the extent that this Agreement, the Documents, any estoppel certificate executed by any tenant of the Property and delivered to Buyer, or any studies, tests, reports, or analyses prepared by or for Buyer or any of its employees, agents, representatives or attorneys (all of the foregoing being herein collectively called the "Buyer's Representatives") or otherwise obtained by Buyer or Buyer's Representatives contains information which is inconsistent with such representation or warranty.
Seller’s Representations Deemed Modified. To the extent that Buyer knows or is deemed to know prior to the expiration of the Due Diligence Period that Seller's representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer's knowledge or deemed knowledge, as the case may be. For purposes of this Agreement, Buyer shall be "deemed to know" that a representation or warranty was untrue, inaccurate or incorrect to the extent that this Agreement, the Property Documents deposited in escrow pursuant to Section 6.6 hereof, any estoppel certificate executed by any tenant of the Property and delivered to Buyer, or any studies, tests, reports, or analyses prepared by or for Buyer and delivered to Buyer prior to the Closing.
Seller’s Representations Deemed Modified. To the extent that Purchaser actually knows at or prior to the Closing that any of Seller's representations and warranties that are required to be made on the Closing Date are inaccurate, untrue or incorrect in any way and fails to notify Seller and make a claim with respect thereto pursuant to Section 10.2, such representations and warranties shall be deemed modified to reflect Purchaser's knowledge. Seller shall not have any liability for a breach of representation or warranty by reason of any inaccuracy of a representation or warranty if and to the extent that such inaccuracy is actually known by Purchaser at the time of the Closing and Purchaser nevertheless fails to notify Seller and make a claim with respect thereto pursuant to Section 10.2 and proceeds to consummate the Closing. For purposes of this Agreement, knowledge of Purchaser means the current, actual, conscious (and not constructive, imputed or implied) knowledge of Xxxxx Xxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxxxx, Xxxxx XxXxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxx, Xxxxxx Xxxxxxx (head of leasing) and Xxxxxx Xxxxxx.
Seller’s Representations Deemed Modified. To the extent that Purchaser actually knows at or prior to Closing that any of Seller’s representations and warranties are inaccurate, untrue or incorrect in any way and Purchaser nevertheless closes, such representations and warranties shall be deemed modified to reflect Purchaser’s knowledge. Seller shall not have any liability in connection with this Agreement by reason of any inaccuracy of a representation or warranty if and to the extent that such inaccuracy has been identified by Seller to Purchaser in writing or otherwise is actually known by Purchaser, in each case at or prior to the Closing and Purchaser elects, nevertheless, to consummate the Closing. For purposes of this Agreement, Purchaser shall be deemed to actually know that a representation or warranty is untrue, inaccurate or incorrect if and to the extent that (i) the facts or circumstances that render such representation or warranty untrue, inaccurate or incorrect were disclosed in the Due Diligence Items, or (ii) this Agreement, any Exhibit or Schedule attached hereto, any study, test, report, or analyses delivered to or prepared by or for Purchaser or any of their respective affiliates or any employees, agents, representatives or attorneys of any of the foregoing (all of the foregoing employees, agents, representatives and attorneys being herein collectively called the “Purchaser’s Representatives”), at or prior to Closing or otherwise obtained by Purchaser or any affiliate or any Purchaser’s Representative at or prior to Closing contains information which is inconsistent with such representation or warranty.
Seller’s Representations Deemed Modified. To the extent that any Purchaser Knowledge Party currently has or hereafter obtains, prior to the date that is three (3) business days prior to the expiration of the Due Diligence Period, Actual Knowledge that any of Seller’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect the Actual Knowledge of such Purchaser Knowledge Party. For purposes hereof (i) “Purchaser Knowledge Party” shall mean Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx, and the Hotel’s general manager; and (ii) “Actual Knowledge” shall not include constructive knowledge and shall not imply or require that any investigation or inquiry has been or must be conducted, Seller hereby acknowledging that “Actual Knowledge” means only current, actual knowledge and no knowledge of any person other than a Purchaser Knowledge Party shall be imputed to any Purchaser Knowledge Party. If Purchaser terminates this Agreement prior to the expiration of the Due Diligence Period as a result of a material modification to one or more of Seller’s representations and warranties pursuant to this Section 6.1(v), Purchaser shall be entitled to recover its out-of-pocket costs from Seller as provided in Section 10.1(a)(i) to the same extent as if such representation(s) or warranty(ies) had been modified pursuant to this Section 6.1(v) after the expiration of the Due Diligence Period.
Seller’s Representations Deemed Modified. To the extent that Buyer knows or is deemed to know prior to the expiration of the Due Diligence Period that Seller's representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer's knowledge or deemed knowledge, as the case may be. In addition, the representation and warranty set forth in clause (g) of Section 9.2.2 shall be null and void and of no further force or effect if and to the extent that Buyer receives estoppel certificates from tenants under the Leases or from any lessor under the Ground Leases that confirm the truth of said representation and warranty.
Seller’s Representations Deemed Modified. To the extent that Purchaser actually knows at or prior to the Closing that any of Seller's representations and warranties that are required to be made on the Closing Date are inaccurate, untrue or incorrect in any way and fails to notify Seller and make a claim with respect thereto pursuant to Section 10.2(a), such representations and warranties shall be deemed modified to reflect Purchaser's knowledge. Seller shall not have any liability for a breach of representation or warranty by reason of any inaccuracy of a representation or warranty if and to the extent that such inaccuracy is actually known by Purchaser at the time of the Closing and Purchaser nevertheless fails to notify Seller and make a claim with respect thereto pursuant to Section 10.2(a) and proceeds to consummate the Closing. For purposes of this Agreement, knowledge of Purchaser means the current, actual, conscious (and not constructive, imputed or implied) knowledge of Glenn Rufrano, John Roche, Dean Bernstein, and Steven Siegel.
