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 10.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as hereinafter defined). Notwithstanding the foregoing, if Seller makes any material Pre-Closing Disclosure to Purchaser, Purchaser shall have the right to terminate this Agreement and receive the return of the Earnest Money by delivering written notice thereof to Seller on or before xxx xarlier 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, then such representations and warranties shall be deemed modified to conform them to such Pre-Closing Disclosure.

Accuracy of Seller’s Representations and Warranties. As a condition precedent to the obligations of Purchaser Purchaser’s obligation to close hereunder, each of Seller's ’s representations and warranties set forth in Section 10.1 below 9.1 shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as hereinafter defineddefined in Section 9.2). Notwithstanding the foregoing, if Seller makes any a material Pre-Closing Disclosure to PurchaserPurchaser (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 Earnest Xxxxxxx Money by delivering written notice thereof to Seller on or before xxx xarlier 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 SectionSection 8.3, then such representations and warranties shall be deemed modified to conform them to such the Pre-Closing Disclosure. Nothing in this Section 8.3 shall limit Purchaser’s right to terminate this Agreement as otherwise expressly provided in this Agreement.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Seller's ’s representations and warranties set forth in Section 10.1 9.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as hereinafter defineddefined in Section 9.2 below). Notwithstanding the foregoing, if Seller makes any material Pre-Closing Disclosure to PurchaserPurchaser (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 Earnest Exxxxxx Money by delivering written notice thereof to Seller on or before xxx xarlier 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 SectionSection 8.4, then such representations and warranties shall be deemed modified to conform them to such 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 10.1 9.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as hereinafter defineddefined 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, Purchaser shall have the right to terminate this Agreement and receive the return of the Earnest Money by delivering written notice thereof to Seller Sellers and Escrow Agent on or before xxx xarlier 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 SectionSection 8.3, then such representations and warranties shall be deemed modified to conform them to such 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 ’s representations and warranties set forth in Section 10.1 below of this Agreement shall be materially true and correct as of the Closing, as modified by any “Pre-Closing Disclosures (Disclosures”, as hereinafter defined)Section 10.2 of this Agreement defines that term. Notwithstanding the foregoing, if Seller makes any a material Pre-Closing Disclosure to PurchaserPurchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 10.3 or otherwise under this Agreement), Purchaser shall have the right to terminate this Agreement and receive the return of the Earnest Money by delivering written notice thereof to Seller on or before xxx xarlier 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 SectionSection 9.2, then such representations and warranties shall be deemed modified to conform them to such 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 ’s representations and warranties set forth in Section 10.1 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 hereinafter defined)of the Closing. Notwithstanding the foregoing, if Seller makes any material Pre-Closing Disclosure to PurchaserPurchaser pursuant to the notice provisions of this Agreement, Purchaser shall have the right to terminate this Agreement and receive the return of the Earnest Xxxxxxx Money by delivering written notice thereof to Seller on or before xxx xarlier 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 SectionSection 8.3, then such representations and warranties shall be deemed modified to conform them to such the Pre-Closing Disclosure.