Representations Remade Sample Clauses

Representations Remade. Borrower warrants and covenants that the foregoing representations and warranties will be true and shall be deemed remade as of the date of the Closing. All representations and warranties made in the other Loan Document or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to the Loan Documents shall be deemed to have been relied upon by Lender, notwithstanding any investigation made by or on behalf of Lender. All such representations and warranties shall survive the making of the Loan and shall continue in full force and effect until such time as the Loan has been paid in full.

Representations Remade. As of Closing, each Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations shall be updated by delivering written notice to Purchaser in order to reflect any fact, matter or circumstance of which such Seller had no knowledge on the Effective Date but thereafter became aware of that would make any of such Seller’s representations or warranties contained herein untrue or incorrect (any such disclosure being referred to as a "Pre-Closing Disclosure").

Representations Remade. Seller shall be deemed to remake and restate the representations and warranties set forth in Section 9(A) except that the representations and warranties shall be updated: (i) by Seller delivering written notice to Purchaser to reflect any fact, matter or circumstance which Seller's Chicago, Illinois representatives become aware of that would make any of Seller's representations contained in Section 9(A) untrue or incorrect in any material respect, (ii) to reflect any Disclosures prior to the Inspection Period, (iii) to reflect any statements or allegations in Estoppel Certificates that a default or potential default exists on the part of Seller under the respective Leases in question not previously disclosed to Purchaser that would otherwise make any of Seller's representations in Section 9(A) untrue in any material respect, and (iv) to reflect Purchaser's actual knowledge, prior to the end of the Inspection Period, of facts inconsistent with or different from the representations (items (i) through (iv) being collectively referred to herein as the "Pre-Closing Disclosures").

Representations Remade. Borrower warrants and covenants that the foregoing representations and warranties will be true and shall be deemed remade as of the date of the Closing and as of the date of each other Advance. All representations and warranties made herein or in any other Loan Documents or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to or in connection with this Agreement or any other Loan Document shall be deemed to have been relied upon by Lender, notwithstanding any investigation heretofore or hereafter made by, or on behalf of Lender. All such representations and warranties shall survive the making of the Loan and any or all of the Advances contemplated hereby and shall continue in full force and effect until such time as the Loan has been paid in full.

Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations shall be updated by delivering written notice to Purchaser in order to reflect any fact, matter or circumstance which Seller becomes aware of that would make any of Seller’s representations or warranties contained herein untrue or incorrect (any such disclosure being referred to as a “Pre-Closing Disclosure”). EOP Operating Limited Partnership hereby agrees that, subject to the Liability Limitations and Floor Amount liability limitations set forth in Section 10 hereof and limitations on survival set forth in Section 9.5 hereof, it shall be jointly and severally liable with Seller to Purchaser under this Agreement with respect to any breach by Seller of the representations and warranties contained in Section 9.1 of this Agreement, and EOP Operating Limited Partnership has agreed to join in the execution of this Agreement for the purpose evidencing such obligation.

Representations Remade. Such Borrower warrants and covenants that the foregoing representations and warranties will be true and shall be deemed remade as of the date of the Closing and as of the date of each other Advance pursuant to Article 5. All representations and warranties made herein or in any other Loan Document or in any certificate or other document delivered to Lender by or on behalf of such Borrower pursuant to or in connection with this Agreement or any other Loan Document shall be deemed to have been relied upon by Lender, notwithstanding any investigation heretofore or hereafter made by or on behalf of Lender. All such representations and warranties shall survive the making of the Loan and any or all of the Advances contemplated hereby and shall continue in full force and effect until such time as the Loan has been paid in full.

Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations may be updated at or prior to the Closing Date by delivering written notice to Purchaser that any of Seller’s representations or warranties contained herein are untrue or incorrect and Purchaser shall be entitled to all applicable rights and remedies contained in Section 8.4 in connection therewith. The condition set forth in Section 8.4 shall not be deemed to have failed if any representation or warranty becomes untrue or incorrect due to (i) new Service Contracts or amendments to Service Contracts entered into in accordance with this Agreement or Service Contracts that have expired by their stated terms, (ii) new Construction Contracts or amendments to Construction Contracts entered into in accordance with this Agreement or all work being complete and all amounts due the contractor being paid with respect to any Construction Contract, (iii) New Leases or amendments to New Leases entered into in accordance with this Agreement or Leases which have expired by their own terms, (iv) new Utility Agreements or amendments to Utility Agreements entered into in accordance with this Agreement or Utility Agreements that have expired by their stated terms, (v) rent prepayments for which Purchaser receives a credit at Closing, (vi) delivery of a written default notice under any Lease, (vii) delivery of a written default notice under the Easement Agreement, (viii) any tenant initiating an audit of pass through expenses, or (ix) changes to Exhibits K-1, K-2 or K-4 of the Company Disclosure Letter to take into account changes in payments made or the completion of work; provided that, in each instance under clauses (i) through (ix), the representation or warranty did not become untrue or incorrect as a result of any act taken by Seller in violation of this Agreement or omission of Seller in violation of this Agreement.

Representations Remade. At the Closing, Buyer shall be deemed to remake and restate the representations set forth in Section 6.1 as of the Closing Date, unless Buyer has updated such representations prior to the Closing Date by delivering written notice (the “Buyer’s Closing Certificate”) to Seller on or prior to the Closing which notice shall reflect any fact, matter or circumstance which Buyer has become aware of, other than facts, matters or circumstances that Buyer has been informed of by Sellers or any agent of Sellers, that would make any of Buyer’s representations or warranties contained herein untrue or incorrect in any material respect.

Representations Remade. It will be a condition to Purchaser’s obligations to consummate the Closing that all above representations and warranties of Seller be accurate in all material respects as of the Closing Date. Seller shall promptly advise Purchaser in writing if any representation or warranty contained in Section 9.1 shall become false or misleading in any material respect prior to the Closing Date. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations shall be updated by delivering written notice to Purchaser in order to reflect any fact, matter or circumstance which Seller has become aware of that would make any of Seller’s representations or warranties contained herein untrue or incorrect (any such disclosure being referred to as a “Pre-Closing Disclosure”). When used herein, the term “to Seller’s knowledge” shall refer to the actual knowledge of ▇▇▇▇▇ ▇▇▇▇ and of no other person or entity and is made solely on the basis of the current, conscious, and actual, as distinguished from implied, imputed, and constructive, knowledge upon the date that such representation or warranty is made, without inquiry or investigation thereof. So qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of ▇▇▇▇▇ ▇▇▇▇ or any other officer or employee of Seller.