Breach of Warranties prior to Closing. If after the expiration of the Due Diligence Period but prior to the Closing, either Buyer or Seller obtains actual knowledge that any of the representations or warranties made herein are untrue, inaccurate or incorrect in any material respect, such party shall give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In the event of any breach of a Seller Warranty, Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable extension of the Scheduled Closing Date (not to exceed thirty (30) days) for purposes of such cure. The untruth, inaccuracy or incorrectness of Seller's Warranties shall be deemed material for all purposes of this Agreement only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's Warranties are reasonably estimated to exceed $250,000 ("Materiality Threshold"). If any of Seller's Warranties are untrue, inaccurate or incorrect but would not in the aggregate exceed the Materiality Threshold, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. If any of Seller’s Warranties are, in the aggregate, in excess of the Materiality Threshold, and Seller fails to cure such misrepresentation or breach pursuant to this Section 7.3.2, then Buyer shall have its rights under Section 9.2.
Breach of Warranties prior to Closing. If, during the pendency of this Agreement, Buyer determines that any warranty or representation given by Seller to Buyer under this Agreement shall be untrue, incorrect or misleading, in whole or in part, the same shall constitute a default by Seller hereunder. In such event, Buyer, as Buyer’s sole remedy, may give written notice thereof and terminate this Agreement, in which case neither Buyer nor Seller shall have any further liability to the other, except as may be otherwise expressly agreed herein. Notwithstanding anything to the contrary herein, Buyer hereby also waives and disclaims any consequential, punitive, and/or speculative damages that it may be otherwise entitled to due to Seller’s default hereunder.
Breach of Warranties prior to Closing. If, during the pendency of this Agreement, either Party determines that any warranty or representation given to the other Party under this Agreement shall be untrue, incorrect or misleading, in whole or in part, the same shall constitute a default hereunder. In such event, the Party claiming default may give written notice thereof and shall thereafter have such rights and remedies as may be available as provided herein, at law or in equity, including, but not limited to, the right to specific performance, terminate this Agreement and receive compensation for damages or to proceed to Closing for the completion of this transaction.
Breach of Warranties prior to Closing. If prior to any of the Closings, either the Buyer or the Seller obtains actual knowledge that any of the representations or warranties made herein are untrue, inaccurate or incorrect in any material respect, such Party shall give the other Party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In the event of any breach of a Seller’s Warranty under Section 7.2, the Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable extension of the Scheduled Closing Date (not to exceed ten (10) Days) for purposes of such cure. If the Seller shall fail to cure such misrepresentation or breach, then the Buyer shall have the option, in its sole discretion, to terminate this Agreement and receive a refund of the Deposit, and will have thirty (30) Days to vacate the Properties and remove all equipment from the Properties.
