The matters set forth in this Section 9.1 (Collectively, “ Seller’s Express Representations ”) constitute representations and warranties by Sellers that are as of the Effective Date and (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, to Sellers’ Knowledge, any of the following representations and warranties is not, or ceases to be, true, Sellers shall give prompt notice to Buyer (which notice shall include copies of any document upon which Sellers’ notice is based).  To the extent Buyer has or acquires actual knowledge, or with respect to Sections 9.1.5 and 9.1.6, is deemed to know, prior to 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 or, in the case of Sections 9.1.5 and 9.1.6, Buyer’s deemed knowledge.  With respect to Sections 9.1.5 and 9.1.6, Buyer shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement, any Estoppel, any Lease, or any Contract, Tenant file or the public record contains information which is inconsistent with such representation or warranty.