Common use of Claims of Breach Prior To Closing Clause in Contracts

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members obtains Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Existing Members shall give Investor written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to notify Existing Members within ten (10) Business Days of obtaining knowledge (or, if earlier, prior to the Closing) that any Existing Members’ Warranty is untrue, inaccurate or incorrect as of the date made, then Investor shall be deemed to waive such misrepresentation or breach of warranty. If any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are unable to so cure such misrepresentation or breach, then Investor, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital Contribution, or (b) to Terminate this Agreement by written notice given to Existing Members on the Closing Date, in which event any Deposit shall be returned to Investor. If any of Existing Members’ Warranties are untrue, inaccurate or incorrect but are not untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital Contribution. The untruth, inaccuracy or incorrectness of Existing Members’ Warranties shall be deemed material only if Investor’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Warranties are reasonably estimated to exceed $150,000.

Claims of Breach Prior To Closing. If If, at or prior to the Closing, Existing Members obtains Knowledge that to Seller Knowledge's, any Existing Members’ Seller's Warranty is becomes untrue, inaccurate or incorrect in any material respect as of the date made(without regard to any materiality or knowledge qualifier contained therein), Existing Members Seller shall give Investor written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members Buyer written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). After the Due Diligence Deadline but prior to the Closing, if to Buyer's Knowledge any Seller's Warranty is or becomes untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure (or cause to be cured) such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing upon written notice to Buyer (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to Seller shall notify Existing Members Buyer within ten three (103) Business Days of obtaining knowledge (or, its receipt of such notice if earlier, prior Seller has elected to the Closing) that any Existing Members’ Warranty is cure such untrue, inaccurate or incorrect as of the date madeSeller's Warranty. If Seller fails to respond within such time frame, then Investor Seller shall be deemed to waive have declined to cure such misrepresentation untrue, inaccurate or breach of warrantyincorrect Seller's Warranty. If any Existing Members’ Seller's Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable or unwilling to so cure (or cause to be cured) such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on or before the Closing Date, in which event any Deposit Buyer shall be returned entitled to Investorrecover from Seller within five (5) days of demand, all of Buyer's out-of-pocket costs (including legal fees) incurred with respect to the transactions contemplated by this Agreement. If, to Buyer's Knowledge, after the Due Diligence Deadline but prior to the Closing Date any Seller's Warranty becomes untrue, inaccurate or incorrect in any material respect through no fault of Seller, and Seller is unable or unwilling to so cure (or cause to be cured) such misrepresentation or breach, then Buyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Purchase Price, or (b) to Terminate this Agreement by written notice given to Seller on or before the Closing Date. If any of Existing Members’ Seller's Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price. If on the Closing Date, to Buyer's Knowledge Seller's Warranties are untrue, inaccurate or incorrect in any material respect and Buyer chooses to consummate the Transaction, Buyer waives any right to seek damages against Seller if such breach would otherwise have allowed Buyer to terminate this Agreement pursuant to its terms. The untruth, inaccuracy or incorrectness of Existing Members’ all Seller's Warranties shall be deemed material only if Investor’s Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Seller's Warranties are reasonably estimated to equal or exceed one hundred thousand dollars ($150,000100,000.00).

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members obtains Knowledge that to Seller Knowledge’s any Existing Members’ Seller’s Warranty is becomes untrue, inaccurate or incorrect in any material respect as of the date made(without regard to any materiality or knowledge qualifier contained therein), Existing Members Seller shall give Investor written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members Buyer written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). After the Due Diligence Deadline but prior to the Closing, if to Buyer’s Knowledge any Seller’s Warranty is or becomes untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing upon written notice to Buyer (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to Seller shall notify Existing Members Buyer within ten three (103) Business Days of obtaining knowledge (or, its receipt of such notice if earlier, prior Seller has elected to the Closing) that any Existing Members’ Warranty is cure such untrue, inaccurate or incorrect as of the date madeSeller’s Warranty. If Seller fails to respond within such timeframe, then Investor Seller shall be deemed to waive have declined to cure such misrepresentation untrue, inaccurate or breach of warrantyincorrect Seller’s Warranty. If to Buyer’s Knowledge prior to the applicable Closing Date any Existing Members’ Seller’s Warranty is or becomes untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable or unwilling to so cure such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionAggregate Purchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on or before the Closing Date, in which event any Deposit Buyer shall be returned entitled to Investorrecover from Seller within five (5) days of demand, all of Buyer’s out-of-pocket costs (including legal fees) incurred with respect to the transactions contemplated by this Agreement. If Buyer Knows prior to the applicable Closing Date that any Seller’s Warranty becomes untrue, inaccurate or incorrect in any material respect through no fault of Seller, and Seller is unable or unwilling to so cure such misrepresentation or breach, then Buyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Aggregate Purchase Price, or (b) to Terminate this Agreement by written notice given to Seller on or before the Closing Date. If any of Existing Members’ Seller’s Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionAggregate Purchase Price. If on the Closing Date, to Buyer’s Knowledge any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect and Buyer nevertheless chooses to consummate the Transaction, Buyer waives any right to seek damages against Seller if such breach would otherwise have allowed Buyer to terminate this Agreement pursuant to its terms. The untruth, inaccuracy or incorrectness of Existing Members’ Seller’s Warranties shall be deemed material only if InvestorBuyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ all Seller’s Warranties are reasonably estimated to equal or exceed three hundred thousand dollars ($150,000300,000.00).

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members Seller obtains Knowledge actual knowledge that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date maderespect, Existing Members Seller shall give Investor Buyer written notice thereof within ten five (105) Business Days of obtaining such Knowledge knowledge (but, in any event, prior to the Closing). If at or After the Due Diligence Deadline but prior to the Closing, Investor if Buyer or any InvestorBuyer’s Representative obtains Actual Knowledge actual knowledge that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date maderespect, Investor Buyer shall give Existing Members Seller written notice thereof within ten five (105) Business Days of after obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) days) to attempt such cure. If Investor Buyer fails to notify Existing Members Seller within ten five (105) Business Days of obtaining knowledge (or, if earlier, prior to the Closing) that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect as of the date madeincorrect, then Investor Buyer shall be deemed to waive such misrepresentation or breach of warranty. If any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable to so cure such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on or before the Closing Date, in which event any Deposit shall be returned to InvestorBuyer. If any of Existing Members’ Seller’s Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price. The untruth, inaccuracy or incorrectness of Existing Members’ Seller’s Warranties shall be deemed material only if InvestorBuyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Seller’s Warranties are reasonably estimated to exceed $150,000150,000.00.

Claims of Breach Prior To Closing. If If, at or prior to the Closing, Existing Members obtains Knowledge that to Seller Knowledge’s, any Existing Members’ Seller’s Warranty is becomes untrue, inaccurate or incorrect in any material respect as of the date made(without regard to any materiality or knowledge qualifier contained therein), Existing Members Seller shall give Investor written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members Buyer written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). After the Due Diligence Deadline but prior to the Closing, if to Buyer’s Knowledge any Seller’s Warranty is or becomes untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure (or cause to be cured) such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing upon written notice to Buyer (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to Seller shall notify Existing Members Buyer within ten three (103) Business Days of obtaining knowledge (or, its receipt of such notice if earlier, prior Seller has elected to the Closing) that any Existing Members’ Warranty is cure such untrue, inaccurate or incorrect as of the date madeSeller’s Warranty. If Seller fails to respond within such time frame, then Investor Seller shall be deemed to waive have declined to cure such misrepresentation untrue, inaccurate or breach of warrantyincorrect Seller’s Warranty. If any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable or unwilling to so cure (or cause to be cured) such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on or before the Closing Date, in which event any Deposit Buyer shall be returned entitled to Investorrecover from Seller within five (5) days of demand, all of Buyer’s out-of-pocket costs (including legal fees) incurred with respect to the transactions contemplated by this Agreement. If Buyer Knows prior to the Closing Date that any Seller’s Warranty becomes untrue, inaccurate or incorrect in any material respect through no fault of Seller, and Seller is unable or unwilling to so cure (or cause to be cured) such misrepresentation or breach, then Buyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Purchase Price, or (b) to Terminate this Agreement by written notice given to Seller on or before the Closing Date. If any of Existing Members’ Seller’s Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price. If on the Closing Date, to Buyer’s Knowledge any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect and Buyer chooses to consummate the Transaction, Buyer waives any right to seek damages against Seller if such breach would otherwise have allowed Buyer to terminate this Agreement pursuant to its terms. The untruth, inaccuracy or incorrectness of Existing Members’ all Seller’s Warranties shall be deemed material only if InvestorBuyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Seller’s Warranties are reasonably estimated to equal or exceed one hundred thousand dollars ($150,000100,000.00).

Claims of Breach Prior To Closing. If If, at or prior to the Closing, Existing Members obtains Knowledge that to Seller Knowledge's, any Existing Members’ Seller's Warranty is becomes untrue, inaccurate or incorrect in any material respect as of the date made(without regard to any materiality or knowledge qualifier contained therein), Existing Members Seller shall give Investor written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members Buyer written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). After the Due Diligence Deadline but prior to the Closing, if to Buyer's Knowledge any Seller's Warranty is or becomes untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure (or cause to be cured) such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing upon written notice to Buyer (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to Seller shall notify Existing Members Buyer within ten three (103) Business Days of obtaining knowledge (or, its receipt of such notice if earlier, prior Seller has elected to the Closing) that any Existing Members’ Warranty is cure such untrue, inaccurate or incorrect as of the date madeSeller's Warranty. If Seller fails to respond within such time frame, then Investor Seller shall be deemed to waive have declined to cure such misrepresentation untrue, inaccurate or breach of warrantyincorrect Seller's Warranty. If any Existing Members’ Seller's Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable or unwilling to so cure (or cause to be cured) such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on or before the Closing Date, in which event any Deposit Buyer shall be returned entitled to Investorrecover from Seller within five (5) days of demand, all of Buyer's out-of-pocket costs (including legal fees) incurred with respect to the transactions contemplated by this Agreement. If Buyer Knows prior to the Closing Date that any Seller's Warranty becomes untrue, inaccurate or incorrect in any material respect through no fault of Seller, and Seller is unable or unwilling to so cure (or cause to be cured) such misrepresentation or breach, then Buyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Purchase Price, or (b) to Terminate this Agreement by written notice given to Seller on or before the Closing Date. If any of Existing Members’ Seller's Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price. If on the Closing Date, to Buyer's Knowledge any of Seller's Warranties are untrue, inaccurate or incorrect in any material respect and Buyer chooses to consummate the Transaction, Buyer waives any right to seek damages against Seller if such breach would otherwise have allowed Buyer to terminate this Agreement pursuant to its terms. The untruth, inaccuracy or incorrectness of Existing Members’ all Seller's Warranties shall be deemed material only if Investor’s Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Seller's Warranties are reasonably estimated to equal or exceed one hundred thousand dollars ($150,000100,000.00).

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members Partnership obtains Knowledge that any Existing Members’ Partnership’s Warranty is or has become untrue, inaccurate or incorrect in any material respect as of the date maderespect, Existing Members Partnership shall give Investor Strategic written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members and Partnership shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen ten (1510) daysBusiness Days) to attempt such cure. If Investor fails If, after the applicable Due Diligence Deadline (with respect to notify Existing Members within ten matters covered by Objections) or the Effective Date (10for all other matters) Business Days of obtaining knowledge (or, if earlier, but prior to the Closing) , Strategic or any of Strategic’s Representatives obtain Knowledge that any Existing Members’ Partnership’s Warranty is untrue, inaccurate or incorrect as of the date made, then Investor shall be deemed to waive such misrepresentation or breach of warranty. If any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are unable to so cure such misrepresentation or breach, then Investor, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital Contribution, or (b) to Terminate this Agreement by written notice given to Existing Members on the Closing Date, in which event any Deposit shall be returned to Investor. If any of Existing Members’ Warranties are untrue, inaccurate or incorrect but are not has become untrue, inaccurate or incorrect in any material respect, Investor and Strategic gives Partnership written notice thereof within five (5) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing), the Existing Partners shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) to attempt such cure. If Strategic fails to notify Partnership on or prior to the Closing Date of Strategic’s Knowledge that any Partnership’s Warranty is or has become untrue, inaccurate or incorrect, then Strategic shall be deemed to waive such misrepresentation or breach of warrantyPartnership’s Warranties. With respect to any breach of Partnership’s Warranties described herein that is not cured by Partnership or waived by Strategic in accordance with the foregoing, Strategic shall have the following remedies: (i) if such breach of Partnership’s Warranties has a material adverse effect, then Strategic may, as its sole and exclusive remedy, (x) Terminate this Agreement and receive a refund of the Deposit and (y) in the case of a willful or intentional breach of Partnership’s Warranties by one of the Existing Partners, seek indemnification from the Existing Partners pursuant to Section 11.3(i) (provided such indemnity shall not in such event be subject to the Threshold Amount limitation set forth in Section 11.7) for any Losses incurred by Strategic after Closing in connection with such breached Partnership’s Warranties, subject to the Strategic Costs Cap; or (ii) if such breach of Partnership’s Warranties does not have a material adverse effect, then Strategic shall not have the right to Terminate this Agreement, but shall be obligated to proceed with Closing, and Investor in such event Strategic’s sole and exclusive remedy shall be required to consummate obtain for its own benefit indemnification pursuant to Section 11.3(i) (provided such indemnity shall not in such event be subject to the Transaction without Threshold Amount limitation set forth in Section 11.7) for any reduction of or credit against the Investor Capital ContributionLosses incurred by Strategic after Closing in connection with such breached Partnership’s Warranties. The untruth, inaccuracy or incorrectness of Existing Members’ Partnership’s Warranties shall be deemed to have a material adverse effect only if InvestorStrategic’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Partnership’s Warranties are reasonably estimated to exceed in excess of Seven Hundred Fifty Thousand and No/100 Dollars ($150,000750,000.00).

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members Seller obtains Knowledge actual knowledge that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect (as of the date madehereof), Existing Members Seller shall give Investor Buyer written notice thereof within ten five (105) Business Days of obtaining such Knowledge knowledge (but, in any event, prior to the Closing). If at or prior Prior to the Closing, Investor if Buyer or any InvestorBuyer’s Representative obtains Actual Knowledge actual knowledge that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date madeincorrect, Investor Buyer shall give Existing Members Seller written notice thereof within ten five (105) Business Days of Buyer obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to notify Existing Members within ten (10) Business Days of obtaining knowledge (or, if earlier, prior to the Closing) that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect as of the date mademade or is no longer true, then Investor shall be deemed to waive such misrepresentation or breach of warranty. If any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as accurate and correct at the time of the date madeClosing, and Existing Members are Seller is unable to so cure such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price, or (b) if same pertains to Seller’s Warranties set forth in Sections 8.1(A), (F), (G), (K) or (R), to Terminate this Agreement by written notice given to Existing Members Seller on or before the Closing Date, in which event any the Deposit shall be returned to Investor. If any of Existing Members’ Buyer, (c) if the same pertains to Seller’s Warranties are untrue, inaccurate or incorrect but are not untrue, inaccurate or incorrect set forth in any material respect, Investor shall be deemed to waive Section 8.1(N) and Buyer’s aggregate damages resulting from such misrepresentation or breach of warranty, and Investor shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital Contribution. The untruth, inaccuracy or incorrectness of Existing Members’ Warranties are reasonably estimated by Buyer to exceed One Million and No/100 Dollars ($1,000,000.00), to Terminate this Agreement by written notice given to Seller on or before the Closing Date, in which event the Deposit shall be deemed material only returned to Buyer, (d) if Investorsame pertains to any of the other Seller’s Warranties set forth in Section 8.1, then (X) if Buyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ such Seller’s Warranties are reasonably estimated by Buyer to exceed five percent (5%) of the Purchase Price allocated to the Parcel or Parcels affected by such Purchase Agreement breach of Seller’s Warranties, to designate such Parcel(s) as a Terminated Parcel(s), or (Y) if Buyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of such Seller’s Warranties (other than with respect to any Terminated Parcels) are reasonably estimated by Buyer to exceed Two Million Five Hundred Thousand and No/100 Dollars ($150,0002,500,000.00), to Terminate this Agreement by written notice given to Seller on or before the Closing Date, in which event the Deposit shall be returned to Buyer. If Buyer elects the remedy set forth in clauses (c) or (d) of the immediately preceding sentence, Buyer shall provide to Seller with Buyer’s notice of termination reasonable evidence of the calculation of Buyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of such Seller’s Warranties and Seller shall have the right to nullify Buyer’s termination election by agreeing to pay to Buyer at Closing the amount of Buyer’s reasonably estimated damages resulting from the untruth, inaccuracy or incorrectness of such Seller’s Warranties, in which event Buyer shall be obligated to consummate the Transaction subject to such inaccuracy, and without further adjustment; provided, however, Buyer shall in no event be obligated to consummate the Transaction (and Seller’s nullification shall be void and of no force and effect) if all or a portion of such damages is (I) in the nature of potential liability for third party claims (as opposed to diminution in value of the affected Parcel) and (II) such portion of such damages, as reasonably estimated by Buyer, exceeds One Million and No/100 Dollars ($1,000,000.00) in the aggregate.

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members obtains Knowledge that to Seller Knowledge's any Existing Members’ Seller's Warranty is becomes untrue, inaccurate or incorrect in any material respect as of the date made(without regard to any materiality or knowledge qualifier contained therein), Existing Members Seller shall give Investor written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members Buyer written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). After the Due Diligence Deadline but prior to the Closing, if to Buyer's Knowledge any Seller's Warranty is or becomes untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing upon written notice to Buyer (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to Seller shall notify Existing Members Buyer within ten three (103) Business Days of obtaining knowledge (or, its receipt of such notice if earlier, prior Seller has elected to the Closing) that any Existing Members’ Warranty is cure such untrue, inaccurate or incorrect as of the date madeSeller's Warranty. If Seller fails to respond within such timeframe, then Investor Seller shall be deemed to waive have declined to cure such misrepresentation untrue, inaccurate or breach of warrantyincorrect Seller's Warranty. If to Buyer's Knowledge prior to the applicable Closing Date any Existing Members’ Seller's Warranty is or becomes untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable or unwilling to so cure such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionAggregate Purchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on or before the Closing Date, in which event any Deposit Buyer shall be returned entitled to Investorrecover from Seller within five (5) days of demand, all of Buyer's out-of-pocket costs (including legal fees) incurred with respect to the transactions contemplated by this Agreement. If Buyer Knows prior to the applicable Closing Date that any Seller's Warranty becomes untrue, inaccurate or incorrect in any material respect through no fault of Seller, and Seller is unable or unwilling to so cure such misrepresentation or breach, then Buyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Aggregate Purchase Price, or (b) to Terminate this Agreement by written notice given to Seller on or before the Closing Date. If any of Existing Members’ Seller's Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionAggregate Purchase Price. If on the Closing Date, to Buyer's Knowledge any of Seller's Warranties are untrue, inaccurate or incorrect in any material respect and Buyer nevertheless chooses to consummate the Transaction, Buyer waives any right to seek damages against Seller if such breach would otherwise have allowed Buyer to terminate this Agreement pursuant to its terms. The untruth, inaccuracy or incorrectness of Existing Members’ Seller's Warranties shall be deemed material only if Investor’s Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ all Seller's Warranties are reasonably estimated to equal or exceed three hundred thousand dollars ($150,000300,000.00).

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members either Buyer or Seller obtains Knowledge actual knowledge that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date maderespect, Existing Members such party shall give Investor the other party written notice thereof within ten five (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members written notice thereof within ten (105) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to notify Existing Members within ten (10) Business Days of obtaining knowledge (or, if earlier, prior to the Closing) that any Existing Members’ Warranty is untrue, inaccurate or incorrect as of the date made, then Investor shall be deemed to waive such misrepresentation or breach of warranty. If any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable to so cure such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on the Closing Date, in which event any Deposit shall be returned to InvestorBuyer. If any of Existing Members’ Seller’s Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price. The untruth, inaccuracy or incorrectness of Existing Members’ Seller’s Warranties shall be deemed material only if InvestorBuyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Seller’s Warranties are reasonably estimated to exceed $150,00050,000.00.

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members either Buyer or Seller obtains Knowledge actual knowledge that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date maderespect, Existing Members such party shall give Investor the other party written notice thereof within ten five (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members written notice thereof within ten (105) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to notify Existing Members within ten (10) Business Days of obtaining knowledge (or, if earlier, prior to the Closing) that any Existing Members’ Warranty is untrue, inaccurate or incorrect as of the date made, then Investor shall be deemed to waive such misrepresentation or breach of warranty. If any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable to so cure such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on the Closing Date, in which event any Deposit shall be returned to InvestorBuyer. If any of Existing Members’ Seller’s Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price. The untruth, inaccuracy or incorrectness of Existing Members’ Seller’s Warranties shall be deemed material only if InvestorBuyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Seller’s Warranties are reasonably estimated to exceed $150,00050,000.00.

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members Partnership obtains Knowledge that any Existing Members’ Partnership’s Warranty is or has become untrue, inaccurate or incorrect in any material respect as of the date maderespect, Existing Members Partnership shall give Investor Strategic written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members and Partnership shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen ten (1510) daysBusiness Days) to attempt such cure. If Investor fails If, after the Due Diligence Deadline (with respect to notify Existing Members within ten matters covered by Survey Objections) or the Effective Date (10for all other matters) Business Days of obtaining knowledge (or, if earlier, but prior to the Closing) , Strategic or any of Strategic’s Representatives obtain Knowledge that any Existing Members’ Partnership’s Warranty is untrue, inaccurate or incorrect as of the date made, then Investor shall be deemed to waive such misrepresentation or breach of warranty. If any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are unable to so cure such misrepresentation or breach, then Investor, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital Contribution, or (b) to Terminate this Agreement by written notice given to Existing Members on the Closing Date, in which event any Deposit shall be returned to Investor. If any of Existing Members’ Warranties are untrue, inaccurate or incorrect but are not has become untrue, inaccurate or incorrect in any material respect, Investor and Strategic gives Partnership written notice thereof within five (5) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing), the Existing Partners shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) to attempt such cure. If Strategic fails to notify Partnership on or prior to the Closing Date of Strategic’s Knowledge that any Partnership’s Warranty is or has become untrue, inaccurate or incorrect, then Strategic shall be deemed to waive such misrepresentation or breach of warrantyPartnership’s Warranties. With respect to any breach of Partnership’s Warranties described herein that is not cured by Partnership or waived by Strategic in accordance with the foregoing, Strategic shall have the following remedies: (i) if such breach of Partnership’s Warranties has a material adverse effect, then Strategic may, as its sole and exclusive remedy, (x) Terminate this Agreement and receive a refund of the Deposit and (y) in the case of a willful or intentional breach of Partnership’s Warranties by one of the Existing Partners, seek indemnification from the Existing Partners pursuant to Section 11.3(i) (provided such indemnity shall not in such event be subject to the Threshold Amount limitation set forth in Section 11.7) for any Losses incurred by Strategic after Closing in connection with such breached Partnership’s Warranties, subject to the Strategic Costs Cap; or (ii) if such breach of Partnership’s Warranties does not have a material adverse effect, then Strategic shall not have the right to Terminate this Agreement, but shall be obligated to proceed with Closing, and Investor in such event Strategic’s sole and exclusive remedy shall be required to consummate obtain for its own benefit indemnification pursuant to Section 11.3(i) (provided such indemnity shall not in such event be subject to the Transaction without Threshold Amount limitation set forth in Section 11.7) for any reduction of or credit against the Investor Capital ContributionLosses incurred by Strategic after Closing in connection with such breached Partnership’s Warranties. The untruth, inaccuracy or incorrectness of Existing Members’ Partnership’s Warranties shall be deemed to have a material adverse effect only if InvestorStrategic’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Partnership’s Warranties are reasonably estimated to exceed in excess of Seven Hundred Fifty Thousand and No/100 Dollars ($150,000750,000.00).

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members obtains Knowledge that to Seller Knowledge's if any Existing Members’ Seller's Warranty is becomes untrue, inaccurate or incorrect in any material respect as of the date made(without regard to any materiality or knowledge qualifier contained therein), Existing Members Seller shall give Investor written notice thereof within ten (10) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor or any Investor’s Representative obtains Actual Knowledge that any Existing Members’ Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, Investor shall give Existing Members Buyer written notice thereof within ten (10) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). After the Due Diligence Deadline but prior to the Closing, if to Buyer's Knowledge any Seller's Warranty is or becomes untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing upon written notice to Buyer (not to exceed fifteen (15) days) to attempt such cure. If Investor fails to Seller shall notify Existing Members Buyer within ten three (103) Business Days of obtaining knowledge (or, its receipt of such notice if earlier, prior Seller has elected to the Closing) that any Existing Members’ Warranty is cure such untrue, inaccurate or incorrect as of the date madeSeller's Warranty. If Seller fails to respond within such timeframe, then Investor Seller shall be deemed to waive have declined to cure such misrepresentation untrue, inaccurate or breach of warrantyincorrect Seller's Warranty. If to Buyer's Knowledge prior to the applicable Closing Date any Existing Members’ Seller's Warranty is or becomes untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable or unwilling to so cure such misrepresentation or breach, then InvestorBuyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionAggregate Purchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members Seller on or before the Closing Date, in which event any Deposit Buyer shall be returned entitled to Investorrecover from Seller within five (5) days of demand, all of Buyer's out-of-pocket costs (including legal fees) incurred with respect to the transactions contemplated by this Agreement. If Buyer has knowledge prior to the applicable Closing Date that any Seller's Warranty becomes untrue, inaccurate or incorrect in any material respect through no fault of Seller, and Seller is unable or unwilling to so cure such misrepresentation or breach, then Buyer, as its sole remedy shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Aggregate Purchase Price, or (b) to Terminate this Agreement by written notice given to Seller on or before the Closing Date. If any of Existing Members’ Seller's Warranties are untrue, inaccurate or incorrect but are not not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor Buyer shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital ContributionAggregate Purchase Price. If on the Closing Date, Buyer has Knowledge that Seller's Warranties are untrue, inaccurate or incorrect in any material respect and Buyer nevertheless chooses to consummate the Transaction, Buyer waives any right to seek damages against Seller if such breach would otherwise have allowed Buyer to terminate this Agreement pursuant to its terms. The untruth, inaccuracy or incorrectness of Existing Members’ Seller's Warranties shall be deemed material only if Investor’s Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ all Seller's Warranties are reasonably estimated to equal or exceed three hundred thousand dollars ($150,000300,000.00).

Claims of Breach Prior To Closing. If at or prior to the Closing, Existing Members Seller obtains Knowledge actual knowledge that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date maderespect, Existing Members Seller shall give Investor written Buyer notice thereof within ten five (105) Business Days of obtaining such Knowledge knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Investor Closing Buyer or any InvestorBuyer’s Representative obtains Actual Knowledge actual knowledge that any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date maderespect, Investor Buyer shall give Existing Members written Seller notice thereof within ten five (105) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Existing Members Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) 15 days) to attempt such cure. If Investor fails to notify Existing Members within ten (10) Business Days of obtaining knowledge (or, if earlier, prior to the Closing) that any Existing Members’ Warranty is untrue, inaccurate or incorrect as of the date made, then Investor shall be deemed to waive such misrepresentation or breach of warranty. If any Existing Members’ Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Existing Members are Seller is unable to so cure such misrepresentation or breach, then InvestorBuyer, as its sole remedy remedy, shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Investor Capital ContributionPurchase Price, or (b) to Terminate this Agreement by written notice given to Existing Members on Seller no later than five (5) days after the Closing Dateend of such cure period, in which event any the Deposit shall be returned to InvestorBuyer and Seller shall reimburse to Buyer, within twenty (20) days after Seller’s receipt of documentation thereof, the Buyer’s Transaction Costs. If any of Existing Members’ Warranties are untrue, inaccurate or incorrect but are not untrue, inaccurate or incorrect in any material respect, Investor shall be deemed to waive such misrepresentation or breach of warranty, and Investor shall be required to consummate the Transaction without any reduction of or credit against the Investor Capital Contribution. The untruth, inaccuracy or incorrectness of Existing Members’ Warranties shall be deemed material only if Investor’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Existing Members’ Warranties are reasonably estimated to exceed $150,000.8.4