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 Sellers’ representations and warranties set forth in Section 9.1 below and in Section 8 of the Company Disclosure Letter shall be materially true and correct as of the Closing Date. If the foregoing condition is not satisfied and (a) such failure would result in a material adverse effect on the Property or Purchaser, and (b) Sellers have not cured such failure to Purchaser’s reasonable satisfaction as of the Closing Date (provided that Sellers shall have the right but not the obligation, in their sole and absolute discretion, by written notice delivered to Purchaser on or before the then scheduled Closing Date (as may have been extended hereunder), to extend the Closing Date for a period not to exceed thirty (30) days to cure such failure), then Purchaser, as Purchaser’s sole remedy, shall have the right to terminate this Agreement by delivering written notice thereof to Sellers on the Closing Date, and upon timely delivery of such written notice to Sellers, this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.6, then such representations and warranties shall be deemed modified to take into account any such fact of which Purchaser was aware prior to or at Closing. In the event Purchaser closes with knowledge that a representation or warranty is untrue, Purchaser is prohibited from making any claims against Sellers as a result thereof.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Sellers’ Seller’s representations and warranties set forth in Section 9.1 below and in Section 8 of the Company Disclosure Letter shall be materially true and correct as of the then scheduled Closing DateDate (or shall be materially true and correct subject to any change thereto resulting from any actions taken by Seller permitted under Section 9.3 or otherwise under this Agreement). If the foregoing condition is not satisfied and (a) such failure would result in a material adverse effect on the Property or Purchaser (it being acknowledged and agreed by the parties that (x) with respect to Seller’s representations and warranties set forth in Section 9.1 below, other than subsections 9.1.1, 9.1.2, 9.1.5, 9.1.6, 9.1.7 and 9.1.8 (collectively, the “Seller’s Fundamental Representations”), only a failure of the foregoing condition that relates to any matter that gives rise to, or could reasonably be expected to give rise to, any loss, damage, liability, cost or expense (including the diminution in value of the Property) (a “Loss”) in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), and (y) with respect to Seller’s Fundamental Representations, any material inaccuracy regardless of the amount of the Loss suffered (or reasonably expected to suffer) by Purchaser or the Property, shall, in either instance, be deemed to have a material adverse effect on the Property and Purchaser, ) and (b) Sellers have Seller has not cured such failure to Purchaser’s reasonable satisfaction as of the Outside Closing Date (provided that Sellers shall have which cure may include causing the right but not applicable representation(s) and warranty(ies) to become true and correct or crediting Purchaser at Closing for the obligation, in their sole and absolute discretion, by written notice delivered to Purchaser on or before amount of the then scheduled Closing Date (as may have been extended hereunder), to extend the Closing Date for a period not to exceed thirty (30) days to cure such failureLoss), then Purchaser, as Purchaser’s sole remedy, shall have the right to terminate this Agreement and receive the return of the Exxxxxx Money by delivering written notice thereof to Sellers Seller on or before the earlier of (i) the Closing DateDate or (ii) the fifth (5th) Business Day after Purchaser obtains knowledge or receives written notice of such failure, and upon timely delivery of such written notice to SellersSeller, this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.68.4, then such representations and warranties shall be deemed modified to take into account any such fact of which Purchaser was aware prior to or at Closing. In the event Purchaser closes with knowledge that a representation or warranty is untrue, Purchaser is prohibited from making any claims against Sellers Seller as a result thereof.

Accuracy of Seller’s Representations and Warranties. As a condition precedent to the obligations of Purchaser Purchaser’s obligation to close hereunder, each of Sellers’ Seller’s representations and warranties set forth in Section 9.1 below and in Section 8 of the Company Disclosure Letter shall be materially true and correct as of the Closing, as modified by any Pre-Closing DateDisclosures (as defined in Section 9.2). If Notwithstanding the foregoing condition is not satisfied and (a) such failure would result in foregoing, if Seller makes a material adverse effect on the Property or Purchaser, and (b) Sellers have not cured such failure to Purchaser’s reasonable satisfaction as of the Pre-Closing Date (provided that Sellers shall have the right but not the obligation, in their sole and absolute discretion, by written notice delivered Disclosure to Purchaser on (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 9.3 or before the then scheduled Closing Date (as may have been extended hereunderotherwise under this Agreement), to extend the Closing Date for a period not to exceed thirty (30) days to cure such failure), then Purchaser, as Purchaser’s sole remedy, Purchaser shall have the right to terminate this Agreement and receive the return of the Xxxxxxx Money by delivering written notice thereof to Sellers Seller on or before the Closing Dateearlier of the Closing, and upon timely delivery or the fifth (5th) business day after Purchaser receives written notice of such written notice to SellersPre-Closing Disclosure, in which event this Agreement shall, without further action of the parties, shall terminate and become null and void and neither party shall have any be of no further rights force or obligations under this Agreementeffect, except for those which as may expressly survive termination of this Agreementhereof. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.68.3, then such representations and warranties shall be deemed modified to take into account any such fact of which Purchaser was aware prior conform them to or at Closingthe Pre-Closing Disclosure. In the event Purchaser closes with knowledge that a representation or warranty is untrue, Purchaser is prohibited from making any claims against Sellers Nothing in this Section 8.3 shall limit Purchaser’s right to terminate this Agreement as a result thereofotherwise 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 Sellers’ Seller’s representations and warranties set forth in Section 9.1 below and in Section 8 of the Company Disclosure Letter shall be materially true and correct as of the Closing DateDate (or shall be materially true and correct subject to any change thereto resulting from any actions taken by Seller permitted under Section 9.3 or otherwise under this Agreement). If the foregoing condition is not satisfied and (a) such failure would result in a material adverse effect on the Membership Interests, Property or Purchaser (it being acknowledged and agreed by the parties that only a failure of the foregoing condition that relates to any matter that gives rise to, or could reasonably be expected to give rise to, any loss, damage, liability, cost or expense (including the diminution in value of the Property) (a “Loss”) in excess of $750,000 shall be deemed to have a material adverse effect on the Membership Interests, Property and Purchaser, ) and (b) Sellers have Seller has not cured such failure to Purchaser’s reasonable satisfaction as of the Closing Date (provided that Sellers shall have which cure may include causing the right but not applicable representation(s) and warranty(ies) to become true and correct or crediting Purchaser at Closing for the obligation, in their sole and absolute discretion, by written notice delivered to Purchaser on or before amount of the then scheduled Closing Date (as may have been extended hereunder), to extend the Closing Date for a period not to exceed thirty (30) days to cure such failureLoss), then Purchaser, as Purchaser’s sole remedy, shall have the right to terminate this Agreement and receive the return of the Xxxxxxx Money and reimbursement from Seller of Purchaser’s Pursuit Costs by delivering written notice thereof to Sellers Seller on or before the earlier of (i) the Closing DateDate or (ii) the fifth (5th) Business Day after Purchaser obtains knowledge or receives written notice of such failure, and upon timely delivery of such written notice to SellersSeller, this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement; provided that, in the event that a Loss shall exceed $3,000,000, Purchaser shall be entitled to terminate this Agreement and obtain the return of the Xxxxxxx Money and reimbursement from Seller of Purchaser’s Pursuit Costs, notwithstanding Seller’s willingness to providing a credit at Closing for the amount of the Loss. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.68.4, then such representations and warranties shall be deemed modified to take into account any such fact of which Purchaser was aware prior to or at Closing. In the event Purchaser closes with knowledge that a representation or warranty is untrue, Purchaser is prohibited from making any claims against Sellers Seller as a result thereof.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations Each of Purchaser to close hereunder, each of Sellers’ Seller’s representations and warranties set forth in Section 9.1 below and in Section 8 of the Company Disclosure Letter shall be materially true and correct (without giving effect to any qualification as to materiality or other correlative terms) as of the Closing DateDate as though such representations and warranties were made on and as of the Closing Date unless such representation or warranty was made specifically only as of the Effective Date (or shall be materially true and correct subject to any change thereto resulting from any actions taken by Seller permitted under Section 9.2). If the foregoing condition is not satisfied and (a) such failure would result in a material adverse effect on the Property or Purchaser (it being acknowledged and agreed by the parties that only a failure of the foregoing condition that relates to any matter that gives rise to, or could reasonably be expected to give rise to, any loss, damage, liability, cost or expense (including the diminution in value of the Property) (a “Loss”) in excess of Four Million Dollars ($4,000,000) shall be deemed to have a material adverse effect on the Property and Purchaser, ) and (b) Sellers have Seller has not cured such failure to Purchaser’s reasonable satisfaction as of the Closing Date (provided that Sellers which cure shall have cause the right but not the obligation, in their sole applicable representation(s) and absolute discretion, by written notice delivered warranty(ies) to Purchaser on or before the then scheduled Closing Date (as may have been extended hereunder), to extend the Closing Date for a period not to exceed thirty (30) days to cure such failurebecome true and correct), then Purchaser, as Purchaser’s sole remedy, shall have the right to terminate this Agreement and receive the return of the Xxxxxxx Money by delivering written notice thereof to Sellers Seller on or before the Closing Date, and upon timely delivery of such written notice to SellersSeller, this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.6, 8.1.2 then such representations and warranties shall be deemed modified to take into account any such fact of which Purchaser was aware prior to or at Closing. In the event Purchaser closes with knowledge Purchaser’s Knowledge that a representation or warranty is untrue, except to the extent that Purchaser did not have the right to terminate this Agreement on the basis of such breach, Purchaser is prohibited from making any claims against Sellers Seller as a result thereofthereof following the Closing; provided, Purchaser shall not have the right to make any such claim following the Closing unless Purchaser, on or prior to Closing, gave notice to Seller of such claim.