Common use of Seller’s Representations Deemed Modified Clause in Contracts

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 Purchaser knows or is deemed to know prior to the expiration of the Due Diligence Period date hereof that Seller's ’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer's Purchaser’s knowledge or deemed knowledge, as the case may be. For purposes of this Agreement, (ai) Buyer Purchaser shall be "“deemed to know" ” that a representation or warranty was untrue, inaccurate or incorrect, (A) to the extent that any documents (the “Documents”) which the Seller has provided to Purchaser contain information from which a prudent person should have reasonably determined that such representation or warranty was untrue, inaccurate or incorrect; and (B) to the extent that this Agreement or any written studies, tests, reports, or analyses prepared by or for Purchaser or any of its employees, agents, representatives or attorneys (all of the existence foregoing being herein collectively called the “Purchaser’s Representatives”) or otherwise obtained by Purchaser or Purchaser’s Representatives contains information which is inconsistent with such representation or warranty; and (ii) Purchaser shall be “deemed to know” 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 written studies, tests, reports, or analyses prepared by or for Buyer Purchaser 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 Purchaser’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 Purchaser knows or is deemed to know prior to the expiration of the Due Diligence Period date hereof that Seller's ’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer's Purchaser’s knowledge or deemed knowledge, as the case may be. For purposes of this Agreement, (ai) Buyer Purchaser shall be "“deemed to know" ” that a representation or warranty was untrue, inaccurate or incorrect, (A) to the extent that any documents (the “Documents”) which the Seller has provided to Purchaser contain information from which a prudent person should have reasonably determined that such representation or warranty was untrue, inaccurate or incorrect; and (B) to the extent that this Agreement or any written studies, tests, reports, or analyses prepared by or for Purchaser or any of its employees, agents, representatives or attorneys (all of the existence foregoing being herein collectively called the “Purchaser’s Representatives”) or otherwise obtained by Purchaser or Purchaser’s Representatives contains information which is inconsistent with such representation or warranty; and (ii) Purchaser shall be deemed to know 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 written studies, tests, reports, or analyses prepared by or for Buyer Purchaser 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 Purchaser’s Representatives, or otherwise obtained by Buyer or Buyer's Representatives contains information which is inconsistent with such representation or warranty.