Common use of Representation Accuracy Clause in Contracts

Representation Accuracy. If prior to the Closing Date (i) Buyer or any Receiving Party Representative has or obtains knowledge that any of Sellers’ representations or warranties set forth in this Article VIII are untrue in any respect, or (ii) any information in the Leases, Service Contracts, any Tenant Estoppel or GSA Estoppel, the Information, the Offering Package and Due Diligence Materials or other written information provided or made available to Buyer or any Receiving Party Representative (collectively, the “Specified Documents”) is inconsistent with any of Sellers’ representations or warranties hereunder, and Buyer nevertheless proceeds with the Closing, then (X) the breach by any Seller of the representations and warranties as to which Buyer shall have such knowledge or which are inconsistent with the Specified Documents, shall be deemed waived by Buyer, (Y) such representations and warranties shall be deemed modified to conform them to the information that Buyer shall have knowledge of or the information in the Specified Documents, as applicable, and (Z) no Seller shall have any liability to Buyer or its successors or assigns in respect thereof. Buyer shall promptly notify Sellers in writing if Buyer has or obtains knowledge that any of Sellers’ representations or warranties set forth in this Article VIII are untrue in any respect.