Change of Representation or Warranty. If between the Effective Date and the Close of Escrow, Seller or Buyer becomes aware of facts or circumstances which would make any of Buyer’s representations or warranties hereunder materially incorrect, whether as of the Effective Date or any time thereafter to the Close of Escrow, and such facts or circumstances were not caused by any action or inaction by Seller, such fact or circumstance shall not be construed as a breach by Buyer of such applicable representation or warranty but Seller shall have the right either to: (i) terminate this Agreement if such fact or circumstance would have a material and adverse impact on Seller or on the Property if Close of Escrow does not occur, or (ii) waive such condition and proceed to Close of Escrow in accordance with this Agreement in which case the representations and warranties of Buyer hereunder shall be deemed modified and remade to incorporate such fact or circumstance as an exception thereto. Any election to terminate this Agreement by Seller due to a change of Buyer’s representation or warranty shall not become effective until fifteen (15) days after Seller delivers its termination notice to Seller, or until the Closing Date, whichever is sooner, and only then if Buyer fails to remedy or correct such fact or circumstance that has caused the representation or warranty to no longer be true.
Change of Representation or Warranty. If between the Effective Date and the Close of Escrow, Seller or Buyer becomes aware of facts or circumstances which would make any of Buyer's representations or warranties hereunder materially incorrect, whether as of the Effective Date or any time thereafter to the Close of Escrow, such fact or circumstance shall not be construed as a breach by Buyer of such applicable representation or warranty but Seller shall have the right to either: (i) terminate this Agreement if such fact or circumstance would have a material and adverse impact on the sale of the Property or Buyer’s ability to perform under this Agreement, such termination being treated as a failure of a condition precedent under Section 3.1, or (ii) waive such condition and proceed to Close of Escrow in accordance with this Agreement in which case the representations and warranties of Buyer hereunder shall be deemed modified and remade to incorporate such fact or circumstance as an exception thereto. In the event of termination by Seller pursuant to this Section 2.2(E) where the reason for the inaccuracy in Buyer’s representations is the result of any intentional, bad faith action or inaction on the part of the Buyer or a breach of this Agreement by the Buyer, Seller shall be entitled to all of Buyer’s Deposits; provided that Seller shall be entitled to retain any portion of the Deposits that have become non-refundable as of such termination date regardless of the reason for the inaccuracy in Buyer’s representations.
