Common use of Breach of Warranties prior to Closing Clause in Contracts

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 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 Deadline (not to exceed thirty (30) days) for purposes of such cure. The untruth, inaccuracy or incorrectness of Seller's ’s Warranties shall be deemed material for all purposes of this Agreement only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's ’s Warranties are reasonably estimated to exceed $250,000 ("Materiality Threshold")50,000.00. If any of Seller's ’s Warranties are untrue, inaccurate or incorrect but would not are not, in the aggregate exceed the Materiality Thresholdaggregate, untrue, inaccurate or incorrect in any material respect as set forth herein, 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 after the expiration of the Due Diligence Period but at any time 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 ten (3010) days) for purposes of such cure. The untruth, inaccuracy or incorrectness of Seller's ’s Warranties shall be deemed material for all purposes of this Agreement only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's ’s Warranties are reasonably estimated to exceed $250,000 175,000.00 ("Materiality Threshold"provided that the inaccuracy of any of Seller’s Warranties in the penultimate sentence of Section 7.2.7 or in Section 11.19 shall be deemed material regardless of the estimated amount of damages resulting therefrom). If any of Seller's ’s Warranties are untrue, inaccurate or incorrect but would not are not, in the aggregate exceed the Materiality Thresholdaggregate, untrue, inaccurate or incorrect in any material respect as set forth herein, 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 after the expiration of the Due Diligence Period but prior to the applicable 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 applicable 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 prior to a reasonable extension of the Scheduled applicable Closing Date (not to exceed thirty (30) days) for purposes of such cureDate. The untruth, inaccuracy or incorrectness of Seller's ’s Warranties shall be deemed material for all purposes of this Agreement only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's ’s Warranties are reasonably estimated to exceed $250,000 ("Materiality Threshold")100,000.00. If any of Seller's ’s Warranties are untrue, inaccurate or incorrect but would not are not, in the aggregate exceed the Materiality Thresholdaggregate, untrue, inaccurate or incorrect in any material respect as set forth herein, 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 after the expiration of the Due Diligence Inspection Period but prior to the Closing, either Buyer Purchaser 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 Seller’s 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. If any notice delivered pursuant to this Section 6.3.2 discloses that any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, and the same remains uncured as of the Closing Date (as Seller may elect to extend pursuant to this Section), Purchaser may either (i) exercise Purchaser’s rights under Section 11.1, or (ii) waive such breach and proceed to Closing. The untruth, inaccuracy or incorrectness of Seller's ’s Warranties shall be deemed material for all purposes of this Agreement only if Buyer's Purchaser’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's ’s Warranties are reasonably estimated to exceed Seventy-Five Thousand and 00/100 Dollars ($250,000 ("Materiality Threshold"75,000.00). If any of Seller's ’s Warranties are untrue, inaccurate or incorrect but would not are not, in the aggregate exceed the Materiality Thresholdaggregate, Buyer untrue, inaccurate or incorrect in any material respect as set forth herein, Purchaser shall be deemed to waive such misrepresentation or breach of warranty, and Buyer Purchaser shall be required to consummate the Transaction transaction contemplated herein 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 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 Seller’s 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 fifteen (3015) days) for purposes of such cure. The untruth, inaccuracy or incorrectness of Seller's ’s Warranties shall be deemed material for all purposes of this Agreement only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's ’s Warranties are reasonably estimated to exceed $250,000 ("Materiality Threshold")50,000. If any of Seller's ’s Warranties are untrue, inaccurate or incorrect but would not are not, in the aggregate exceed the Materiality Thresholdaggregate, untrue, inaccurate or incorrect in any material respect as set forth herein, 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 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 Seller’s 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 ’s Warranties shall be deemed material for all purposes of this Agreement only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's ’s Warranties are reasonably estimated to exceed $250,000 ("Materiality Threshold")25,000.00. If any of Seller's ’s Warranties are untrue, inaccurate or incorrect but would not are not, in the aggregate exceed the Materiality Thresholdaggregate, untrue, inaccurate or incorrect in any material respect as set forth herein, 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 after the expiration of the Due Diligence Period Effective Date 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 forty-five (3045) daysdays in the aggregate with all other extensions of the Scheduled Closing Date by Seller permitted under this Agreement) for purposes of such cure. The untruth, inaccuracy or incorrectness of Seller's ’s Warranties shall be deemed material for all purposes of this Agreement only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's ’s Warranties are reasonably estimated to exceed $250,000 ("Materiality Threshold")50,000. If any such untruth, inaccuracy or incorrectness of Seller’s Warranties shall be deemed material and Seller fails to cure such untruth, inaccuracy or incorrectness, then Buyer shall have the remedies available to Buyer pursuant to and subject to the terms of Section 9.2 hereof. If any of Seller's ’s Warranties are untrue, inaccurate or incorrect but would not are not, in the aggregate exceed the Materiality Thresholdaggregate, untrue, inaccurate or incorrect in any material respect as set forth herein, 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.