Common use of Seller’s Warranties and Representations Clause in Contracts

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and corrector correct in any material respect, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, ). The preceding sentence shall not limit Purchaser’s rights under Section 10.2 above if any Seller representations or warranties are untrue or incorrect in such event, Purchaser may any material respect due to a breach by Seller hereunder or limit Purchaser’s right to terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary Agreement as a result of the failure of the condition precedent set forth in a manner which would cause a representation and warranty to become materially incorrect or inaccurateSection 3.1.4 above. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” and other references in this Agreement to the knowledge of Seller shall mean mean, and be limited to, the actual current knowledge of Xxxx XxxxxxxX. XxXxxxxx, with respect to water President of XxXxxxxx Development Company (the property manager of Seller), J. Xxxxxx XxXxxxxx, COO of XxXxxxxx Development Company, and sewage issues onlyXxxx Xxxx, Xxxxxx Xxxxxxa Property Manager of XxXxxxxx Development Company, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for Property as one of her duties, who are familiar with the management Property and sale in the best position to confirm the truth and accuracy of the Golf Course Seller’s representations and accordingly the individuals responsible for being informed of matters relevant to this Agreementwarranties. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of any such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgeindividual.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and). As set forth in Section 3.1.4 hereof, in the obligation of Purchaser to consummate this transaction shall be contingent upon the lack of any material variance with respect to the truth and accuracy of all such eventrepresentations and warranties to the extent of Seller’s actual knowledge as of the date scheduled for Closing. Otherwise, Purchaser may shall have the right to terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary Agreement in a manner which would cause a representation and warranty to become materially incorrect or inaccurateaccordance with Section 3.1.4 hereof. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx XxxxxxxShariff Xxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser at the office of Seller’s property manager prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.

Seller’s Warranties and Representations. The matters Seller warrants and represents that, subject to the Approval Order and Lender's approval, both as set forth herein: (a) Seller has the full right, power, and authority to sell the Property to Buyer as provided in this Section 11.1 Agreement and to carry out Seller's obligations hereunder; (b) all requisite action necessary to authorize Seller to enter into this Agreement and to carry out Seller's obligations has been obtained; (d) this Agreement has been duly authorized, executed and delivered by Seller; and (e) the execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other Agreement to which Seller may be a party or by which Seller may be bound. The provisions of this Article shall survive the Closing. ARTICLE VIII ASSIGNMENT Buyer's reputation, experience, and financial status constitute representations a material inducement and warranties a substantial part of the consideration for sale of the Property by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correctBuyer. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 Buyer may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate not assign this Agreement, upon written notice nor may any of Buyer's rights hereunder or any ownership interest in Buyer be transferred in any manner to Sellerany person or entity, without recourse against Seller's specific prior written consent, which consent may be withheld by Seller for any reason whatsoever except, however, Buyer shall have the right to assign this Agreement without Seller's consent, to an entity owned and controlled by Buyer; provided, however, any such assignment shall be binding on Seller only to the extent Buyer provides Seller with written intent to so assign, specifically naming the assignee and reflecting the signature block for the assignee, no later than ten (10) Business Days prior to Closing. If Buyer assigns this Agreement pursuant to the terms hereof: (a) the assignee shall be liable (jointly and severally with assignor) for all of Buyer's obligations hereunder; (b) the assignor (i.e., the original Buyer hereunder) shall remain obligated (but jointly and severally with assignee) with respect to all of Buyer's obligations hereunder; and (c) the assignor and any assignee shall execute such instruments of assignment and assumption in such form as Seller canmay require in confirmation of the provisions hereof. ARTICLE IX BROKERAGE Buyer represents and warrants to Seller that Buyer has not act voluntary contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in a manner connection with this transaction other than the Disclosed Broker and that Buyer has not taken any action which would cause result in any real estate broker's finder's, or other fees or commissions being due or payable to any other party with respect to this transaction. Seller represents and warrants to Buyer that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or party in connection with this transaction other than the Disclosed Broker and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to this transaction. Each party hereby indemnifies, protects, defends and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including, but not limited to, reasonable attorneys' fees) resulting to the other party from a breach of the representation and warranty made by such party herein. Seller agrees to become materially incorrect or inaccuratepay the Disclosed Broker a commission as set forth in a separate agreement between Seller and the Disclosed Broker, which commission shall be paid only if, as and when Closing actually occurs and the Purchase Price is received by Seller. As used Seller and Buyer, as applicable, shall cause the Disclosed Broker to deliver in this Section 11.1, the phrase “escrow to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, Title Company prior to Closing an executed receipt acknowledging that such Disclosed Broker has been paid in full for all commissions due with respect to water this transaction and sewage issues onlythat such Disclosed Broker has no recourse against Seller with respect to this transaction, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx which such receipt shall be released from escrow upon Closing and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale payment of the Golf Course 15 commission to the Disclosed Broker by the Title Company. The provisions of this Article shall survive the Closing and accordingly the individuals responsible for being informed termination of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.ARTICLE X

Seller’s Warranties and Representations. The matters set forth in this Section SECTION 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 ARTICLE XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s 's notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section SECTION 11.1, the phrase “"to the extent of Seller’s 's actual knowledge” " shall mean mean, in this Agreement and any other instruments executed by Seller, the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management and sale of Property (the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement"PROPERTY Manager(s)"). There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsProperty Manager(s). To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date date of this Agreement that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual 's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the date of this Agreement contains information which is inconsistent with such representation or warranty.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 ARTICLE XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water X. Xxxxxxx and sewage issues only, Xxxxxx Xxxxxxx X. Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsparties. To Notwithstanding anything in this Agreement to the contrary, if any fact, condition or circumstance is known to Purchaser at any time prior to or as of the expiration of the Investigation Period, and such fact, condition or circumstance contradicts or renders untrue any representation or warranty in this Section 11.1, then such representation or warranty shall be cancelled, superseded and of no effect to the full extent of such contradiction or untruth. Furthermore, if at any time after the expiration of the Investigation Period and prior to Closing, Purchaser has discovers a breach (or acquires actual knowledge facts evidencing the reasonable likelihood of a breach) of any representation or warranty made in this Agreement by Seller, Purchaser shall (within three (3) business days after discovery of such breach or facts) provide Seller with written notice thereof. Seller shall thereafter use commercially reasonable efforts, but only after expiration of the Investigation Period, to cure or remedy any such breach within ten (10) days of Seller’s receipt of such notice and shall notify Purchaser in writing whether it was successful in doing so by the end of such ten (10) day period (and the Closing shall be extended, if necessary, to enable Seller to cure any such breach within such ten (10) day period). If Seller fails to cure any such breach of any representation or warranty first discovered by Purchaser after the expiration of the Investigation Period and prior to Closing, then Purchaser’s sole remedy (which shall be exercised within three (3) business days after the end of Seller’s ten (10) day cure period) shall be to either: (i) terminate this Agreement, upon delivery of written notice thereof to Seller, whereupon the Deposit, if then paid, shall be returned to Purchaser, and this Agreement shall automatically terminate and neither party shall have any further rights or obligations hereunder (except as expressly provided in this Agreement); or (ii) to close the acquisition of the Property, take the Property “AS-IS” with no further obligation or liability on the part of Seller as to the representation or warranty breached as set forth in Purchaser’s notice and without any reduction in the Purchase Price, escrow retention or other claim against Seller and with such representation or warranty being cancelled, superseded and of no effect to the full extent of such breach. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports delivered to, or obtained by, Purchaser prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in contains information which even is inconsistent with such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledgewarranty.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 9.1 constitute representations and warranties by Seller which that are now as of the Effective Date and (subject to except for matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns ofIf, or has a reason to believe that Seller’s Knowledge, any of the following representations and warranties contained in this Article 11 may cease is not, or ceases to be true and correctbe, true, Seller shall give prompt notice to Purchaser Buyer (which notice shall include copies of the instrument, correspondence, or document, if any, any document upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals). To the extent Purchaser Buyer has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Study Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect PurchaserBuyer’s actual knowledge. To the extent Buyer acquires actual knowledge or is deemed to know after the expiration of the Study Period that these representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer’s actual knowledge, unless Buyer terminates the Agreement due to Seller’s failure to satisfy the condition to Closing set forth in Section 3.1.5. Without limitation of any other means by which Buyer may have acquired actual knowledge, Buyer shall be deemed to have actual knowledge that a representation or warranty is untrue, inaccurate or incorrect if any Leases, Contracts, rent roll, Estoppel, environmental site assessment, property condition report, survey or title policy provided to Buyer (or made available to Buyer in any data room maintained by Seller, Manager or Broker) contains information which is inconsistent with such representation or warranty.

Seller’s Warranties and Representations. The matters set forth in this Section SECTION 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 ARTICLE XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s 's notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section SECTION 11.1, the phrase “"to the extent of Seller’s actual 's knowledge” " shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementWilliam L. Rafkin. There shall be no duty imposed or implied to investigateinvesxxxxxx, xxxxxxx, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual 's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed in writing to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. All representations and warranties contained in this Section 11.1 are qualified by any information contained in any documents or other material given to Purchaser by Seller in connection with its review of matters pertaining to the Property pursuant to Section 3 above, including any title report or Phase I Environmental Report or Natural Hazard Disclosure Statement given to Purchaser. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article ARTICLE 11 may cease to be true and correctprior to Closing, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx XxxxxxxJxxx Xxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives managing member of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There there shall be no duty imposed or implied to investigate, inspect, inspect or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge. Seller’s representations and warranties shall survive the Closing for a period of six (6) months.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxx, with respect to golf course operations issues only, Yarrow Flower, Xxxxx Xxxxxx, Xxx Xxxxxxxx Xxxxxxx Xxxxxxxxxx, with respect to financial information only, and Xxxxx Xxxxxx Xxxxxxx Xxxxx, with respect to golf course grounds maintenance issues only, whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement, subject, if applicable, to the foregoing qualifications. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and). As set forth in Section 3.1.4 hereof, in the obligation of Purchaser to consummate this transaction shall be contingent upon the lack of any material variance with respect to the truth and accuracy of all such eventrepresentations and warranties to the extent of Seller’s actual knowledge as of the date scheduled for Closing. Otherwise, Purchaser may shall have the right to terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary Agreement in a manner which would cause a representation and warranty to become materially incorrect or inaccurateaccordance with Section 3.1.4 hereof. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx XxxxxxxXxx Xxxxxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser at the office of Seller’s property manager prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.

Seller’s Warranties and Representations. The matters set forth in this Section SECTION 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 ARTICLE XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s 's notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section SECTION 11.1, the phrase “"to the extent of Seller’s 's actual knowledge” " shall mean the actual current knowledge of Xxxx XxxxxxxCathy Bernstein, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProxxxxx. There shall Xxxxx xxall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual 's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management Property and sale who is the person affiliated with Seller who has the most knowledge regarding the operations of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe actual knowledge that any of the representations and warranties contained in this Article 11 XI may cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx XxxxxxxXxxxx Xxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives asset manager of Seller having the responsibility Advisor responsible for the management Property and sale who is the person affiliated with Seller who has the most knowledge regarding the operations of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this AgreementProperty. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsasset manager. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.

Seller’s Warranties and Representations. The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe obtains actual knowledge that any of the representations and warranties contained in this Article 11 may XI cease to be true and correcttrue, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx XxxxxxXxxxxxx X. Xxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreementor Xxxxx Xxxxxxxxx. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individualsparties. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any wayway and Purchaser elects to consummate the Closing and does consummate the Closing, Purchaser may proceed to Closing without reduction in the Purchase Price then such representations and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge., and Purchaser may not pursue any remedy at law or equity related to any such modified representation or warranty. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser on a website managed by the Broker or at the Property prior to or as of the Effective Date, or prior to Closing pursuant to written notice from Seller, contain information which is inconsistent with such representation or warranty