Common use of Changes in Representations and Warranties Clause in Contracts

Changes in Representations and Warranties. From and after full execution hereof until Closing, each Party shall promptly notify the other Parties in writing of any events or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and after the Effective Date hereof or which were unknown to the notifying Party as of such date and were subsequently discovered by the notifying Party, which events or circumstances make any of the foregoing representations and warranties untrue, incomplete or inaccurate in any material respect. 3.2.3.1 If at or prior to the Closing, (A) Buyer has Actual Knowledge (whether through its own efforts, by notice from any Seller or otherwise) that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, or (B) the Seller Representative shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, inaccurate or incorrect representation or warranty. If any such untrue, inaccurate or incorrect representation or warranty is not cured or corrected by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, shall elect either (x) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (y) to terminate this Agreement by notice given to the Seller Representative on or before the Closing Date, in which event, this Agreement shall be terminated and neither Party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00.

Changes in Representations and Warranties. From and after full execution hereof until Closing, each Party shall promptly notify Throughout the other Parties in writing of any events or circumstances, of which the notifying Party has Actual Knowledge which have occurred period from and after the Effective Date hereof through and including the Closing Date, Seller shall give Purchaser as promptly as practicable written notice of (i) any representation and warranty made by Seller in this Agreement which Seller hereafter learns was inaccurate or incorrect in any material respect when originally made and (ii) any event, change or occurrence known to Seller which were unknown to the notifying Party would make any representation or warranty of Seller inaccurate or incorrect in any material respect as of the time of such date event, change or occurrence (Seller hereby acknowledging and were subsequently discovered by the notifying Party, which events or circumstances make any of the foregoing agreeing that all representations and warranties untrue, incomplete or inaccurate in of Seller herein (together with and subject to any material respect. 3.2.3.1 If at or modifications thereto by Seller notified to Purchaser prior to the Closing, (A) Buyer has Actual Knowledge (whether through its own efforts, by notice from any Seller or otherwise) that any termination of the Due Diligence Period) are hereby deemed to be re-made and re-affirmed by Seller upon expiration of the Due Diligence Period if Purchaser shall not have theretofore terminated this Agreement) and (iii) any event, change or occurrence known to Seller which Seller believes will prevent Seller from making the same representations or and warranties made as set forth herein (together with and subject to any modifications thereto by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or notified to Purchaser prior to termination of the Closing, Due Diligence Period) on and as of the Closing Date. The giving of any such notices after the termination of the Due Diligence Period shall not limit or (B) modify any rights of Purchaser hereunder arising in the Seller Representative shall notify Buyer that case of a breach of a representation or warranty made herein by Seller, and Purchaser shall have the right to terminate this Agreement at any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect time prior to Closing following receipt by Purchaser of any such notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, of a materially inaccurate or incorrect representation or warranty. If any such untrue, inaccurate or incorrect representation or warranty is not cured or corrected by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, shall elect either (x) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (y) to terminate this Agreement by notice given to the Seller Representative on or before the Closing Date, in which event, this Agreement shall be terminated and neither Party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00.

Changes in Representations and Warranties. From The term “Authorized Qualifications” shall mean any qualifications to the Seller’s Representations and after full execution hereof until ClosingWarranties to reflect: (i) new Leases, each Party shall promptly notify Lease amendments, new Contracts, and/or Contract amendments, executed by Seller or the other Parties in writing of any events or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and Applicable Owners after the Effective Date hereof or which were unknown to the notifying Party as of such date and were subsequently discovered in accordance with this Agreement, (ii) any action taken by the notifying Party, which events or circumstances make any Seller in respect of the foregoing representations Owners or the Project not prohibited by or otherwise in contravention of the terms of this Agreement, (iii) a default by a Tenant under any Lease or contractor under a Contract, or an insolvency by a Tenant or a contractor occurring after the Effective Date, (iv) the amendment of each Owner LLC Agreement in accordance with Section 7.1(j), and warranties untrue(v) any Contamination increasing, incomplete first occurring or inaccurate in first becoming known by Seller with respect to any material respect. 3.2.3.1 If at Project after the Effective Date. Authorized Qualifications shall not constitute a default by Seller or a failure of a condition precedent to Closing. If, prior to the Closing, there occurs or exists a breach of a representation or warranty of Seller that constitutes an Authorized Qualifications, then the Purchasers shall have no remedy therefor and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor. If (x) between the Effective Date and the Closing Date, facts or events not known to Seller prior to the Effective Date are discovered by Seller, (y) such facts or events are not Authorized Qualifications or otherwise caused by the Seller or any of the Owners in contravention of the terms of this Agreement, and (z) such facts or events would result in a failure of the condition set forth in Section 3.5(a)(ii) above, such failure 33 shall not constitute a breach of this Agreement, and following Seller’s written notice to the Purchasers (which Seller shall be obligated to deliver to the Purchasers promptly after Seller obtains Knowledge of same), the Purchasers’ sole remedies in such event shall be to either: (i) waive the condition and proceed to Closing; or (ii) terminate this Agreement in accordance with Section 3.6(b) and, in such event, cause the Polish Purchasers to terminate the Polish Purchase Agreement; provided, however, if the Purchasers do not exercise their right to terminate this Agreement on or before the later of (A) Buyer has Actual Knowledge (whether through its own efforts, by notice from any Seller or otherwise) that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, scheduled Closing Date or (B) the date that is three (3) Business Days after the Purchasers receive written notice from Seller Representative of such facts or events (and Closing shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice be automatically extended to permit the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct running of such untrue, inaccurate or incorrect representation or warranty. If any such untrue, inaccurate or incorrect representation or warranty is not cured or corrected by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided aboveperiod), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, the Purchasers shall elect either (x) be deemed to have elected to waive such misrepresentations or breaches the condition and proceed to Closing under this Agreement and to closing under the Polish Purchase Agreement (subject to the satisfaction of warranties and consummate the transactions contemplated hereby without any reduction of or credit against conditions precedent thereunder). If the Purchase Price, or (y) to Purchasers terminate this Agreement by notice given pursuant to this ARTICLE IV, then the Escrowed Deposit shall be returned to the Seller Representative on or before Purchasers and the Closing Date, in which event, this Agreement shall be terminated and neither Party Parties shall have any no further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00.. ARTICLE V

Changes in Representations and Warranties. From and after full execution hereof until Closing, each Party shall promptly notify (a) If before the other Parties in writing ----------------------------------------- closing Seller acquires knowledge of any events or circumstances, of condition which the notifying Party has Actual Knowledge which have occurred from constitutes a material and after the Effective Date hereof or which were unknown to the notifying Party as of such date and were subsequently discovered by the notifying Party, which events or circumstances make adverse change in any of the foregoing representations and warranties untrueset forth in Section 4.1, incomplete or inaccurate Seller shall have the right to cure such condition before the ----------- closing, and the existence of such condition shall not be a ground for Purchaser terminating this Agreement, provided that (i) Seller, promptly after discovering the condition, assures Purchaser in any material respect. 3.2.3.1 If at or writing that Seller is capable of curing such condition prior to the Closingclosing, and (Aii) Buyer has Actual Knowledge (whether through its own effortsSeller acts diligently to cure the condition and completes such cure prior to the closing. Seller agrees that it shall not intentionally take any action or intentionally omit to take any action, by notice from any Seller which action or otherwise) that omission would have the effect of violating any of the representations or warranties of Seller set forth herein in any material manner. (b) Seller shall promptly inform Purchaser of any adverse change in any representation or warranty made herein by Seller. Subject to the provisions of clauses (a) and (c) of this Section 4.2, Purchaser's exclusive remedy upon being --- --- ----------- advised of any material change in the representations and warranties shall be the termination of this Agreement. If Purchaser desires to terminate this Agreement due to a material change in any representation or warranty, Purchaser shall notify Seller within ten (10) days after receipt of notice from Seller advising of any such change, whereupon, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. (c) Seller shall have no responsibility for all current or future notices of violations of, and/or any enforcement action of any kind whatsoever taken by any federal, state or municipal government to enforce any federal, state or municipal laws, statutes, regulations, ordinances, orders or requirements of any kind whatsoever, whether or not noted by or issued by any governmental authorities having jurisdiction of any type or character whatsoever, against or affecting the Property, or any part thereof ("Governmental Enforcement Actions"). Such Governmental Enforcement Actions shall be the sole responsibility of Purchaser. Notwithstanding the foregoing, Seller shall cure, prior to the Closing Date, any Governmental Enforcement Actions which are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof outstanding at or prior to closing, which action(s) are curable by the Closingpayment of a sum not to exceed $10,000.00 in the aggregate. In the event any such Governmental Enforcement Action(s) are not curable by the payment of such sum, then subject to the provisions of clauses (a) and (c) of this Section 4.2, --- --- ------------ Purchaser's sole option shall be (i) to proceed with the closing and waive such Governmental Enforcement Action(s) or (B) the Seller Representative shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, inaccurate or incorrect representation or warranty. If any such untrue, inaccurate or incorrect representation or warranty is not cured or corrected by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, shall elect either (x) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (yii) to terminate this Agreement by notice given to and receive a return of the Seller Representative on or before the Closing Date, in which event, this Agreement shall be terminated and neither Party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00Deposit.

Changes in Representations and Warranties. From The term “Authorized Qualifications” shall mean any qualifications to the Seller’s Representations and after full execution hereof until ClosingWarranties to reflect: (i) new Leases, each Party shall promptly notify Lease amendments, new Contracts, and/or Contract amendments, executed by Seller or the other Parties in writing of any events or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and Applicable Owners after the Effective Date hereof or which were unknown to the notifying Party as of such date and were subsequently discovered in accordance with this Agreement, (ii) any action taken by the notifying Party, which events or circumstances make any Seller in respect of the foregoing representations Owners or the Project not prohibited by or otherwise in contravention of the terms of this Agreement, (iii) a default by a Tenant under any Lease or contractor under a Contract, or an insolvency by a Tenant or a contractor occurring after the Effective Date, (iv) the amendment of each Owner LLC Agreement in accordance with Section 7.1(j), and warranties untrue(v) any Contamination increasing, incomplete first occurring or inaccurate in first becoming known by Seller with respect to any material respect. 3.2.3.1 If at Project after the Effective Date. Authorized Qualifications shall not constitute a default by Seller or a failure of a condition precedent to Closing. If, prior to the Closing, there occurs or exists a breach of a representation or warranty of Seller that constitutes an Authorized Qualifications, then the Purchasers shall have no remedy therefor and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor. If (x) between the Effective Date and the Closing Date, facts or events not known to Seller prior to the Effective Date are discovered by Seller, (y) such facts or events are not Authorized Qualifications or otherwise caused by the Seller or any of the Owners in contravention of the terms of this Agreement, and (z) such facts or events would result in a failure of the condition set forth in Section 3.5(a)(ii) above, such failure 33 shall not constitute a breach of this Agreement, and following Seller’s written notice to the Purchasers (which Seller shall be obligated to deliver to the Purchasers promptly after Seller obtains Knowledge of same), the Purchasers’ sole remedies in such event shall be to either: (i) waive the condition and proceed to Closing; or (ii) terminate this Agreement in accordance with Section 3.6(b) and, in such event, cause the Polish Purchasers to terminate the Polish Purchase Agreement; provided, however, if the Purchasers do not exercise their right to terminate this Agreement on or before the later of (A) Buyer has Actual Knowledge (whether through its own efforts, by notice from any Seller or otherwise) that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, scheduled Closing Date or (B) the date that is three (3) Business Days after the Purchasers receive written notice from Seller Representative of such facts or events (and Closing shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice be automatically extended to permit the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct running of such untrue, inaccurate or incorrect representation or warranty. If any such untrue, inaccurate or incorrect representation or warranty is not cured or corrected by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided aboveperiod), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, the Purchasers shall elect either (x) be deemed to have elected to waive such misrepresentations or breaches the condition and proceed to Closing under this Agreement and to closing under the Polish Purchase Agreement (subject to the satisfaction of warranties and consummate the transactions contemplated hereby without any reduction of or credit against conditions precedent thereunder). If the Purchase Price, or (y) to Purchasers terminate this Agreement by notice given pursuant to this ARTICLE IV, then the Escrowed Deposit shall be returned to the Seller Representative on or before Purchasers and the Closing Date, in which event, this Agreement shall be terminated and neither Party Parties shall have any no further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00.

Changes in Representations and Warranties. From Throughout the period from the Date of Execution through and after full execution hereof until Closingincluding the Closing Date, each Party Seller shall promptly notify the other Parties give Purchaser prompt written notice of (a) any representation and warranty made by Seller in writing of this Agreement which Seller during such period obtains Knowledge that it was inaccurate or incorrect when originally made, (b) any events event, change or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and occurrence arising after the Effective Date hereof of Execution which would make any representation or which were unknown to the notifying Party warranty of Seller inaccurate or incorrect as of the time of such date event, change or occurrence (Seller hereby acknowledging and were subsequently discovered by the notifying Party, which events or circumstances make any of the foregoing agreeing that all representations and warranties untrueof Seller herein are hereby deemed re-made and re-affirmed by Seller each and every day while this Agreement is in effect), incomplete and (c) any event, change or inaccurate occurrence arising after the Date of Execution which will or reasonably may be anticipated to prevent Seller from making the same representations and warranties as set forth herein on and as of the Closing Date. Upon receipt of said notice, Purchaser may either (i) extend the Closing Date for the period of time necessary to complete remediation of such Material Adverse Change at Seller’s sole cost and expense for a period of no more than ninety (90) days (“Outside Date”), or (ii) terminate this Agreement upon written notice to Seller, in which event the Deposit and Transaction Costs shall be refunded to Purchaser and neither party shall have any material respect. 3.2.3.1 If further right or obligation hereunder other than those expressly stated to survive. Seller cannot be liable for failure to disclose an immaterial misrepresentation. The giving of any such notices shall not limit or modify any rights of Purchaser hereunder arising in the case of a breach of a representation or warranty by Seller discovered after Closing, and Purchaser shall have the right, subject to and in accordance with Article XII, to terminate this Agreement and receive an immediate refund of the Deposit and Transaction Costs at or any time prior to the Closing, (A) Buyer has Actual Knowledge (whether through its own efforts, following receipt by notice from any Seller or otherwise) that any Purchaser of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, or (B) the Seller Representative shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, inaccurate or incorrect representation or warranty. If any such untrue, notice of any materially inaccurate or incorrect representation or warranty is not cured or corrected by the applicable Seller on or before the Closing Date under clauses (whether or not the Closing is adjourned as provided above), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, shall elect either a) – (xc) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction this Section. Any determination of or credit against the Purchase Price, or (y) to terminate materiality under this Agreement by notice given to the Seller Representative on or before the Closing Date, in which event, this Agreement Section shall be terminated and neither Party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for made by Purchaser in its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00reasonable discretion.

Changes in Representations and Warranties. From and after full execution hereof until Closing, each Party shall promptly notify the other Parties in writing of any events or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and after the Effective Date hereof or which were unknown to the notifying Party as of such date and were subsequently discovered by the notifying Party, which events or circumstances make any of the foregoing representations and warranties untrue, incomplete or inaccurate in any material respect. 3.2.3.1 If at or prior to the Closing, (A) Buyer has Actual Knowledge (whether through its own efforts, by notice from any Seller or otherwise) that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, or (B) the Seller Representative shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, inaccurate or incorrect representation or warranty. If any such untrue, inaccurate or incorrect representation or warranty is not cured or corrected by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, shall elect either (x) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (y) to terminate this Agreement by notice given to the Seller Representative on or before the Closing Date, in which event, this Agreement shall be terminated and neither Party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.0050,000.00.

Changes in Representations and Warranties. From Throughout the period from the Date of Execution through and after full execution hereof until Closingincluding the Closing Date, each Party Seller shall promptly notify the other Parties give Purchaser prompt written notice of (a) any representation and warranty made by Seller in writing of this Agreement which Seller hereafter learns was inaccurate or incorrect when originally made, (b) any events event, change or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and occurrence arising after the Effective Date hereof of Execution which would make any representation or which were unknown to the notifying Party warranty of Seller inaccurate or incorrect as of the time of such date event, change or occurrence (Seller hereby acknowledging and were subsequently discovered by the notifying Party, which events or circumstances make any of the foregoing agreeing that all representations and warranties untrueof Seller herein are hereby deemed re-made and re-affirmed by Seller each and every day while this Agreement is in effect), incomplete and (c) any event, change or inaccurate occurrence arising after the Date of Execution which will or reasonably may be anticipated to prevent Seller from making the same representations and warranties as set forth herein on and as of the Closing Date. The giving of any such notices shall not limit or modify any rights of Purchaser hereunder arising in the case of a breach of a representation or warranty by Seller, and Purchaser shall have the right, subject to and in accordance with Article XII, to terminate this Agreement and receive an immediate refund of the Deposit and Transaction Costs, at any material respect. 3.2.3.1 If at or time prior to the Closing, (A) Buyer has Actual Knowledge (whether through its own efforts, following receipt by notice from any Seller or otherwise) that any Purchaser of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, or (B) the Seller Representative shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, inaccurate or incorrect representation or warranty. If any such untrue, notice of any materially inaccurate or incorrect representation or warranty is not cured under clauses (a) – (c) of this Section, and Purchaser shall have and retain all other rights and remedies hereunder in respect of any breach of a representation or corrected warranty by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, shall elect either (x) to waive such misrepresentations or breaches Seller. Any determination of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (y) to terminate materiality under this Agreement by notice given to the Seller Representative on or before the Closing Date, in which event, this Agreement Section shall be terminated and neither Party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for made by Purchaser in its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00reasonable discretion.

Changes in Representations and Warranties. From and after full execution hereof until Closing(a) If, each Party shall promptly notify before the other Parties closing, Purchaser acquires knowledge that any representation or warranty set forth in writing of any events or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and after the Effective Date hereof or which were unknown to the notifying Party as of such date and were subsequently discovered by the notifying Party, which events or circumstances make any of the foregoing representations and warranties untrue, incomplete or Section 5.1 is inaccurate in any material respect. 3.2.3.1 If at or Material Respect, Purchaser shall within five (5) days after acquiring such knowledge (but in any event prior to the Closingclosing) give Seller notice of the inaccuracy, together with a description of the basis therefor. A representation or warranty made by Seller shall be deemed to be inaccurate in a “Material Respect” if, and only if, such inaccuracy, and/or facts and circumstances giving rise to such inaccuracy, together with any other inaccurate representation or warranty made by Seller hereunder and/or the facts and circumstances giving rise to such other inaccuracy, results in a diminution in the value of the Property that exceeds $25,000.00 in the aggregate or would otherwise materially and adversely affect the use or operation of the Property. (Ab) Buyer has Actual Knowledge (whether through its own efforts, by Upon receiving notice from any Seller or otherwisePurchaser under Section 5.2(a) that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, or (B) the Seller Representative shall notify Buyer that a representation or warranty made herein by is inaccurate in any Material Respect, or if Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, inaccurate or incorrect representation or warranty. If any such untrue, inaccurate or incorrect otherwise obtains Actual Knowledge that a representation or warranty contained in Section 5.1 is inaccurate in any Material Respect, Seller shall have the right to cure such condition before the closing, and, except as provided in this Section 5.2(b), the existence of such condition shall not cured be a ground for Purchaser terminating this Agreement. Upon receiving any such notice from Purchaser under Section 5.2(a), or corrected by the applicable if Seller on otherwise obtains Actual Knowledge that a representation or before warranty contained in Section 5.1 is inaccurate in any Material Respect, Seller shall promptly notify Purchaser whether Seller will be able or is willing to cure such condition prior to the Closing Date (whether or not as same may be extended pursuant to the provisions of this Section 5.2(b)). If Seller notifies Purchaser that Seller will cure the condition, then, at Seller’s election, the Closing Date may be extended for a period of time reasonably necessary for Seller, acting with due diligence, to cure the condition, but in no event shall the Closing Date be extended for more than thirty (30) days. If Seller is adjourned as provided above)unable or unwilling to cure any such representation or warranty which is inaccurate in any Material Respect, then Buyer, as its sole and Purchaser’s exclusive remedy for any shall be to either (i) waive the representation and warranty to the extent that it is inaccurate and all such untrue, inaccurate or incorrect representations or warranties, shall elect either (x) to waive such misrepresentations or breaches of warranties rights and consummate the transactions contemplated hereby remedies relating thereto and close title without any reduction abatement of or credit against the Purchase Price, or (yii) terminate this Agreement. Purchaser shall give Seller notice of its election under clause (i) or clause (ii) of the preceding sentence within three (3) Business Days after Seller notifies Purchaser that Seller will be unable or is unwilling to cure the condition. If Purchaser fails to terminate this Agreement by notice given to Seller within such three (3) Business Day period, Purchaser shall be conclusively deemed to have elected to waive the Seller Representative on or before representation and warranty to the Closing Dateextent that it is inaccurate and the rights and remedies relating thereto and to close title pursuant to clause (i) of the preceding sentence. In the event this Agreement is terminated pursuant to this Section 5.2(b), in which eventthe Deposit shall be refunded to Purchaser, whereupon, except as provided herein, this Agreement and all rights and obligations of the parties hereunder shall be terminated null and neither Party shall have void. (i) If any further rights, obligations representation or liabilities hereunder, except as otherwise expressly warranty set forth hereinin Section 5.1 is inaccurate, but is not inaccurate in any Material Respect, Purchaser shall automatically be deemed to waive such representation and Escrow Agent warranty to the extent that it is inaccurate and any and all rights and remedies relating thereto and shall refund be obligated to close title in accordance with the Deposit provisions hereof without abatement of Purchase Price. (ii) If Purchaser waives, or is deemed to Buyerhave waived, any representation or warranty pursuant to this Section 5.2, then such representation or warranty, to the extent that it is inaccurate, shall automatically be deemed deleted from this Agreement and Seller shall reimburse Buyer have no liability, either prior to or after the closing, for its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00the misrepresentation or breach of warranty.

Changes in Representations and Warranties. From Throughout the period from the Date of Execution through and after full execution hereof until Closingincluding the Closing Date, each Party Seller shall promptly notify the other Parties give Purchaser prompt written notice of (a) any representation and warranty made by Seller in writing of this Agreement which Seller hereafter learns was inaccurate or incorrect when originally made, (b) any events event, change or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and occurrence arising after the Effective Date hereof of Execution which would make any representation or which were unknown to the notifying Party warranty of Seller inaccurate or incorrect as of the time of such date event, change or occurrence (Seller hereby acknowledging and were subsequently discovered by the notifying Party, which events or circumstances make any of the foregoing agreeing that all representations and warranties untrueof Seller herein are hereby deemed re-made and re-affirmed by Seller each and every day while this Agreement is in effect), incomplete and (c) any event, change or inaccurate occurrence arising after the Date of Execution which will or reasonably may be anticipated to prevent Seller from making the same representations and warranties as set forth herein on and as of the Closing Date. The giving of any such notices shall not limit or modify any rights of Purchaser hereunder arising in the case of a breach of a representation or warranty by Seller, and Purchaser shall have the right, subject to and in accordance with Article XII, to terminate this Agreement and receive an immediate refund of the Deposit at any material respect. 3.2.3.1 If at or time prior to the Closing, (A) Buyer has Actual Knowledge (whether through its own efforts, following receipt by notice from any Seller or otherwise) that any Purchaser of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, or (B) the Seller Representative shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, inaccurate or incorrect representation or warranty. If any such untrue, notice of any materially inaccurate or incorrect representation or warranty is not cured under clauses (a) – (c) of this Section, and Purchaser shall have and retain all other rights and remedies hereunder in respect of any breach of a representation or corrected warranty by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, shall elect either (x) to waive such misrepresentations or breaches Seller. Any determination of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (y) to terminate materiality under this Agreement by notice given to the Seller Representative on or before the Closing Date, in which event, this Agreement Section shall be terminated and neither Party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for made by Purchaser in its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00reasonable discretion.