Common use of Accuracy of Seller’s Representations and Warranties Clause in Contracts

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Seller’s representations and warranties set forth in Section 9.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as defined in Section 9.2 below). Notwithstanding the foregoing, if Seller makes any material Pre-Closing Disclosure to Purchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 9.3 or otherwise under this Agreement), Purchaser shall have the right to terminate this Agreement and receive the return of the Exxxxxx Money by delivering written notice thereof to Seller on or before the earlier of the Closing, or the fifth (5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure, in which event this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereof. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.4, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Seller’s representations and warranties set forth in Section 9.1 below shall be materially true and correct when made and on and as of the Closing, as modified by any Pre-Closing Disclosures (though such representations and warranties were made on and as defined in Section 9.2 below)of the Closing. Notwithstanding the foregoing, if Seller makes any material Pre-Closing Disclosure to Purchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 9.3 or otherwise under pursuant to the notice provisions of this Agreement), Purchaser shall have the right to terminate this Agreement and receive the return of the Exxxxxx Xxxxxxx Money by delivering written notice thereof to Seller on or before the earlier of the Closing, Closing Date or the fifth (5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure, Disclosure in which event this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereofhereof and except for any rights of Purchaser under Section 7.1 hereof to the extent of any breach of or default under this Agreement by Seller. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.48.3, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Seller’s Sellers’ representations and warranties set forth in Section 9.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as defined in Section 9.2 below), and Sellers shall have performed all of their obligations hereunder. Notwithstanding the foregoing, if Seller makes Sellers make any material materially adverse Pre-Closing Disclosure to Purchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 9.3 or otherwise under this Agreement)Purchaser, Purchaser shall have the right to terminate this Agreement and receive the return of the Exxxxxx Money by delivering written notice thereof to Seller Sellers and Escrow Agent on or before the earlier to occur of the Closing, or Closing and the fifth second (5th2nd) business day after Purchaser receives written notice of such Pre-Closing Disclosure, in which event Escrow Agent shall return the Deposit to Purchaser and this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereof. If Purchaser does not terminate this Agreement pursuant to its rights during the time required under this Section 8.48.3, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each Each of Seller’s representations and warranties set forth in Section 9.1 below 10.1 of this Agreement shall be materially true and correct as of the Closing, as modified by any “Pre-Closing Disclosures (Disclosures”, as defined in Section 9.2 below)10.2 of this Agreement defines that term. Notwithstanding the foregoing, if Seller makes any a material Pre-Closing Disclosure to Purchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 9.3 10.3 or otherwise under this Agreement), Purchaser shall have the right to terminate this Agreement and receive the return of the Exxxxxx Money by delivering written notice thereof to Seller on or before the earlier of the Closing, or the fifth (5th) business day 5th Business Day after Purchaser receives written notice of such Pre-Pre- Closing Disclosure, in which event this Agreement shall terminate and be of no further force or effect, effect except as may for any rights or obligations that expressly survive a termination hereofof this Agreement and Escrow Agent shall return the Xxxxxxx Money to Purchaser. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.49.2, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.