Truth of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement were true in all material respects when made, and are true in all material respects on the Closing Date as if remade on the Closing Date, and Purchaser shall have received a certificate to that effect signed by Seller; provided that Seller’s representations and warranties shall not be deemed inaccurate or breached if such change to the respective representation and warranty (i) (x) is due to transactions or actions that are expressly permitted by, or approved by Purchaser in accordance with, this Agreement and (y) did not result from a breach of any of Seller’s obligations hereunder; (ii) is due to changes in fact after the Effective Date beyond Seller’s reasonable control that occurred in the ordinary course of the business of owning and operating the Hotel and (x) did not result from a breach of any of Seller’s obligations hereunder and (y) reflect only arm’s length bona fide transactions; or (iii) constitutes a Representation Qualification. Notwithstanding the foregoing, if any representation and warranty of Seller is no longer true as of the Closing Date (subject to the limitations of the immediately preceding sentence) and Seller does not cure or otherwise remedy such change without any obligation to do so, then if such change would, individually or in the aggregate, (A) result in actual losses (and not consequential damages) to Purchaser such that the actual cost to address such inaccuracy (as opposed to the effect on the value of the Property) after the Closing is less than Three Hundred Fifty Thousand Dollars ($350,000.00), Purchaser shall be obligated to proceed to Closing and Seller shall have no liability with respect thereto (provided that, any such change described in any of clauses (i) through (iii) above shall not be a breach of this Agreement and, for avoidance of doubt, shall not be subject to Seller’s indemnification obligations set forth in Section 5.4(b)); or (B) result in losses to Purchaser such that the actual cost (and not consequential damages) to address such inaccuracy (as opposed to the effect on the value of the Property) after the Closing is in excess of Three Hundred Fifty Thousand Dollars ($350,000.00), but less than Seven Hundred Fifty Thousand Dollars ($750,000.00), Purchaser shall not be obligated to proceed to Closing, unless Seller elects to credit Purchaser at Closing an amount equal to all losses caused by such change in excess of Three Hundred F...
Truth of Seller’s Representations and Warranties. Subject to the last paragraph of Section 7.1 hereof, the representations and warranties of Seller contained in Section 7.1 shall have been true in all material respects when made, and shall be true in all material respects on the Closing Date.
Truth of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement were true in all material respects when made, and are true in all material respects on the Closing Date (except for additions or deletions to Exhibit “E” that are made in accordance with Section 10.01), and Purchaser shall have received the Seller’s Closing Certificate executed by Seller.
Truth of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement were true and correct in all material respects when made, and are true and correct in all material respects on the Closing Date, except for additions or deletions thereto, or the exhibits referenced therein, that are made in accordance with, or in connection with matters permitted or occurring pursuant to Section 10.01, and except for changes that are not likely to have a material adverse effect on the interest of Purchaser in the Property or Hotel or the value or operation thereof, and Purchaser shall have received the Seller’s Closing Certificate executed by Seller. If the representations and warranties of Seller contained in this Agreement, including the exhibits hereto, are no longer true and correct in all material respects as of Closing due to changes in fact since the date of this Agreement, then Seller shall so indicate in the Seller’s Closing Certificate provided at Closing.
Truth of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement are true in all material respects on the Closing Date, and Purchaser shall have received a certificate to that effect signed by Seller. Seller may substitute updated Exhibits "F", "G", and "I" at the Closing; and the state of facts shown on such updated Exhibit or list shall be deemed acceptable to Purchaser and shall not constitute a breach of any Seller representation, provided that such change in the Exhibit or list (i) did not result from a breach of any of Seller's obligations hereunder, (ii) were incurred in the ordinary course of business and (iii) reflect only arms-length bona fide transactions. Notwithstanding the foregoing, it is understood and agreed that the existence of a violation or threatened violation of a Legal Requirement on the Closing Date which was not known to Seller as of the date of this Agreement shall not be deemed to be a breach of Seller's representation under Section 5.01(f) above and Purchaser shall be obligated to close hereunder notwithstanding the existence of such violation or threatened violation without any adjustment or credit to the Purchase Price as a result thereof; provided that (i) such violation did not first arise since the date of this Agreement, and (ii) if such violation(s) arose since the date of this Agreement, the estimated cost of curing the condition giving rise to any such violation(s) does not exceed $200,000 in the aggregate. If the estimated cost of curing the condition exceeds $200,000 Purchaser, by notice to Seller, may elect to terminate this Agreement and receive a return of the Xxxxxxx Money unless Seller elects by notice to Purchaser to credit Purchaser at Closing with the amount of such excess.
Truth of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement were true in all material respects when made, and continue to be true in all material respects on the Closing Date, and Purchaser shall have received a certificate to that effect signed by Seller. If the representations and warranties of Seller contained in this Agreement are no longer true in all material respects as of Closing due to changes in fact since the date of this Agreement, then Seller shall so indicate in its update certificate provided at Closing, and any such changes shall be subject to the approval of Purchaser in its reasonable discretion.
Truth of Seller’s Representations and Warranties. Seller's representations and warranties set forth in Sections 8.2 and 8.3 shall be true and correct as of the Close of Escrow.
Truth of Seller’s Representations and Warranties. The representations and warranties of Seller (i) contained in this Agreement (other than those set forth in clause (ii) below) were true in all material respects when made, and are true and correct in all material respects on the Closing Date and (ii) set forth in Sections 5.01(p), 5.01(r) and 5.01(x) are true and correct in all respects, provided that this condition shall not be deemed to have failed if (a) Seller’s representations or warranties under Section 5.01 have become untrue by reason of changed facts or circumstances which are described in Seller’s Bring-Down Certificate and which do not have a Property Material Adverse Effect and (b) such misrepresentation was not intentional nor resulted from a willful act which is prohibited under this Agreement which causes the representation or warranty to become untrue.
Truth of Seller’s Representations and Warranties. The representations and warranties of Seller contained in Section 5.1 were true in all material respects when made, and are true in all material respects on the Closing Date, and Purchaser shall have received a certificate signed by the Seller to that effect.
Truth of Seller’s Representations and Warranties. The representations and warranties of Seller and Shareholder contained in this Agreement or in any Schedule or Exhibit delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller and Shareholder shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.
