Common use of Cause to be Untrue Clause in Contracts

Cause to be Untrue. Seller will not take or cause to be taken any intentional action which would cause any of the representations or warranties contained in this Agreement to be untrue as of the Close of Escrow. The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date. All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser files a legal action in a court with appropriate jurisdiction for breach of the representations and warranties within said one (1) year period. References in this Article 6 to the “actual knowledge” of Seller shall refer only to the actual knowledge of Xxx Xxxxxx, who Seller hereby represents to be, and who at Closing shall be, the person most knowledgeable and qualified to make the foregoing representations and warranties on behalf of Seller (which knowledge shall not include any imputed or constructive knowledge), and shall not be construed to refer to the knowledge of any other officer, agent or employee of Seller or any affiliate thereof or to impose upon such designated individuals any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains or impose any personal liability on such individual. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed by Seller to Purchaser in writing prior to Closing; and (b) unless the valid claim for any single or aggregate claimed breach(s) is(are) more than Twenty Five Thousand and No/100 Dollars ($25,000.00), in which case Purchaser’s claim shall include the first dollar). In no event shall the total liability to Purchaser for all breaches of all representations and warranties of Seller in this Agreement exceed One Million Dollars ($1,000,000..00) for each of the six industrial parks that comprise the Property and Five Million Dollars ($5,000,000.00) in the aggregate for the entire Property. If prior to Closing, Seller’s representations, as made as of the Effective Date, are determined to be untrue in any material respect as of the Effective Date or if Seller’s representations, as remade on the Closing Date, shall result in Seller’s Representations made as of the Effective Date being untrue in any material respect as of the Closing Date, then Purchaser may, at Purchaser’s option, as its sole and exclusive remedy, terminate this Agreement by notice in writing to Seller, in which event Escrow Agent shall promptly refund the entire Deposit to Purchaser.

Cause to be Untrue. Seller will not take or cause to be taken any intentional action which would cause any of the representations or warranties contained in this Agreement to be untrue as of the Close of Escrow. The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date. All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one six (16) yearmonths, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser files a legal action in a court with appropriate jurisdiction for breach of the representations and warranties within said one (1) year 6-month period. References in this Article 6 to the “actual knowledge” of Seller shall refer only to the actual knowledge of Xxx Xxxxxx, who Seller hereby represents to be, and who at Closing shall be, be the person most knowledgeable and qualified to make the foregoing representations and warranties on behalf of Seller (which knowledge shall not include any imputed or constructive knowledge), and shall not be construed to refer to the knowledge of any other officer, agent or employee of Seller or any affiliate thereof or to impose upon such designated individuals any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains or to impose any personal liability on such individual. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was actually disclosed by Seller to Purchaser in writing prior to ClosingClosing in writing; and (b) unless the valid claim for any single or aggregate claimed breach(s) is(are) breach is more than Twenty Five Ten Thousand and No/100 Dollars ($25,000.0010,000.00). Seller shall be deemed to have disclosed and Purchaser shall have actual knowledge of all matters in the Underlying Documents, in which case Purchaser’s claim shall include the first dollar)Property Documents and all materials obtained by Purchaser during its due diligence investigation. In no event shall the total liability of Seller to Purchaser for all breaches of all representations and warranties of Seller in this Agreement exceed Five Hundred Thousand Dollars ($500,000.00) per Property, and One Million Dollars ($1,000,000..00) for each of the six industrial parks that comprise the Property and Five Million Dollars ($5,000,000.00) in the aggregate for both properties that constitute the entire Property. If prior to Closing, Seller’s representations, as made as of the Effective Date, are determined to be untrue in any material respect as of the Effective Date or if Seller’s representations, as remade on the Closing Date, shall result in Seller’s Representations made as of the Effective Date being untrue in any material respect as of the Closing DateDate as a result of a change in condition occurring after opening of Escrow (for reasons other than a breach of Seller’s representation set forth in Section 6.12 above), then Purchaser may, at Purchaser’s option, as its sole and exclusive remedy, terminate this Agreement by notice in writing to Seller, in which event Escrow Agent shall promptly refund the entire Deposit (less the Independent Consideration) to Purchaser. Notwithstanding the foregoing, the Seller’s cap on liability shall not apply to (i) Seller’s obligations set forth in Sections 6.5 and 8.4 and Article 9; and (ii) attorneys’ fees incurred by Buyer if Buyer is the prevailing party in any action or proceeding based on a breach of Seller’s obligations set forth in Articles 6 and 9, and Section 8.4.

Cause to be Untrue. Seller will not take or cause to be taken any intentional action action, which would cause any of the representations or warranties contained in this Agreement to be untrue as of the Close of Escrow. The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date. All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one six (16) yearmonths, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser files a legal action in a court with appropriate jurisdiction for breach of the representations and warranties within said one (1) year 6-month period. References in this Article 6 to the “actual knowledge” of Seller shall refer only to the actual knowledge of Xxx Xxxxxx, who Seller hereby represents to be, and who at Closing shall be, the person most knowledgeable and qualified to make the foregoing representations and warranties on behalf of Seller (which knowledge shall not include any imputed or constructive knowledge), and shall not be construed to refer to the knowledge of any other officer, agent or employee of Seller or any affiliate thereof or to impose upon such designated individuals any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains or impose any personal liability on such individual. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed by Seller to Purchaser in writing prior to Closing; and (b) unless the valid claim for any single or aggregate claimed breach(s) is(are) breach is more than Twenty Five Fifty Thousand and No/100 Dollars ($25,000.00), in which case Purchaser’s claim shall include the first dollar50,000.00). In no event shall the total liability of Seller to Purchaser for all breaches of all representations and warranties of Seller in this Agreement exceed One Million Five Hundred Thousand Dollars ($1,000,000..00) for each of the six industrial parks that comprise the Property and Five Million Dollars ($5,000,000.00) in the aggregate for the entire Property500,000.00). If prior to Closing, Seller’s representations, as made as of the Effective Date, are determined to be untrue in any material respect as of the Effective Date or if Seller’s representations, as remade on the Closing Date, shall result in Seller’s Representations made as of the Effective Date being untrue in any material respect as of the Closing Date, then Purchaser may, at Purchaser’s option, as its sole and exclusive remedy, terminate this Agreement by notice in writing to Seller, in which event Escrow Agent shall promptly refund the entire Deposit to Purchaser.

Cause to be Untrue. Seller will not take or cause to be taken any intentional action or fail to perform any obligation which would cause any of the representations or warranties contained in this Agreement to be untrue as of the Close of Escrow. The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date. All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one twelve (112) yearmonths, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser files a legal action in a court with appropriate jurisdiction for breach of the representations and warranties within said one (1) year 12-month period. References in this Article 6 to the “actual knowledge” of Seller shall refer only to the actual knowledge of Xxx Xxxxxx, who Seller hereby represents to be, and who at Closing shall be, the person most knowledgeable and qualified to make the foregoing representations and warranties on behalf of Seller (which knowledge shall not include any imputed or constructive knowledge), and shall not be construed to refer to the knowledge of any other officer, agent or employee of Seller or any affiliate thereof or to impose upon such designated individuals any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains or impose any personal liability on such individual. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed by Seller to Purchaser in writing prior to Closing; and (b) unless the valid claim for any single or aggregate claimed breach(s) is(are) breach is more than Twenty Five Thousand and No/100 Dollars ($25,000.00), in which case Purchaser’s claim shall include the first dollar). In no event shall the total liability (exclusive of attorneys fees and costs recoverable under Section 13.9, below) of Seller to Purchaser for all breaches of all representations and warranties of Seller in this Agreement exceed One Million Five Hundred Thousand Dollars ($1,000,000..00500,000.00) for each of the six industrial parks that comprise the Property per Property, and One Million Five Million Hundred Thousand Dollars ($5,000,000.001,500,000) in the aggregate for all Properties, except in the entire Propertyevent of intentional fraud by Seller, in which case the foregoing limitations shall not apply. If prior to Closing, Seller’s representations, as made as of the Effective Date, are determined to be untrue in any material respect as of the Effective Date or if Seller’s representations, as remade on the Closing Date, shall result in Seller’s Representations made as of the Effective Date being untrue in any material respect as of the Closing Date, then Purchaser may, at Purchaser’s option, as its sole and exclusive remedy, terminate this Agreement by notice in writing to Seller, in which event Escrow Agent shall promptly refund the entire Deposit to Purchaser.