Bring down certificate clause samples

ROSE HALL RESORT, L.P., a Delaware limited partnership (“Owner”), hereby certifies, represents and warrants to [ ], a [ ], that the Owner Representations and Warranties (hereinafter defined) are true and correct in all material respects as of and as if made on the date hereof except as set forth on Schedule 1 attached hereto and incorporated herein by this reference. As used in this Owner’s Bring Down Certificate, the term “Owner Representations and Warranties” means all representations and warranties made by Owner in Section5.1 of that certain Hotel Asset Purchase Agreement, dated as of , 2013, between Owner and ROSE HALL RESORT JAMAICA B.V., a private limited liability company incorporated in the Netherlands (the “Purchase Agreement”). The limitations on the duration of the Owner Representations and Warranties set forth in Section5.3 of the Purchase Agreement as well as the other matters pertaining to the Owner Representations and Warranties set forth in Sections 5.4 and 5.5 of the Purchase Agreement are applicable to the certification, representations and warranties made by Owner pursuant to this Owner’s Bring Down Certificate. All capitalized terms used but not otherwise defined herein shall have the meanings ascribe thereto in the Purchase Agreement.

Bring Down Certificate. Effective as of the Closing Date, a written reaffirmation by Sellers of all representations by Sellers contained in this Agreement other than Effective Date Reps, which such representations shall be subject to modification in accordance with Sections 3.1.7 and 9.1.