Common use of Liability for Misrepresentations Clause in Contracts

Liability for Misrepresentations. If any representation of Seller shall fail to be true in any material and adverse respect, Seller will attempt in good faith to remedy the misrepresentation (without any obligation to incur any costs or expenses). If despite Seller’s good faith efforts, the representation remains untrue as of Closing, Purchaser’s sole remedy prior to Closing shall be to waive the untrue representation and proceed to Closing, or to terminate this Contract and receive the return of the Deposit. Upon Purchaser’s receipt of the Deposit, this Contract shall terminate and be of no further force or effect and, except for those provisions expressly stated to survive the termination of this Contract, neither party shall have any rights or obligations against or to the other. Seller shall have the option to rescind Purchaser’s termination of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for the Closing in order to make any such representation true in all material respects. If the Closing shall take place without Purchaser making an objection to an untrue representation, which is Known to Purchaser, Purchaser shall be deemed to have waived all liability of Seller by reason of such untrue representation. If Closing takes place and a representation set forth in Section 8.1 above that is untrue on the Closing Date first becomes Known to Purchaser after Closing, Purchaser may bring an action against Seller for any actual damages (but not consequential, punitive, or special damages) sustained by Purchaser, including reasonable attorneys fees, as a consequence of such untrue representation, provided that (i) such action is brought prior to the expiration of the Survival Period; and (ii) in no event shall Seller be liable for damages in excess of $25,000.

Liability for Misrepresentations. If (a) Subject to the provisions of Section 6.4(b) below, if any representation of Seller shall fail to be true in any material adverse respect and adverse respect, Seller will attempt in good faith such failure is (i) not due to remedy the misrepresentation (without any obligation to incur any costs or expenses). If despite Seller’s good faith efforts, the representation remains untrue as of Closing's fraud, Purchaser’s 's sole remedy prior to Closing shall be to waive the untrue representation and proceed to Closing, or to terminate this Contract and receive the return of the Deposit. Upon Deposit (ii) due to Seller's fraud, Purchaser shall be permitted to terminate this Contract and receive a return of the Deposit and Purchaser’s 's actual damages, and upon the receipt of the Depositsame, this Contract shall terminate be null and be void and of no further force or effect and, except for those provisions expressly stated to survive the termination of this Contract, neither party shall have any rights or obligations against or to the other. Seller shall have the option to rescind Purchaser’s 's termination of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for the Closing in order to make any such representation true in all material respectstrue. If the Closing shall take place without Purchaser making an objection to an untrue representation, representation of which is Known to PurchaserPurchaser shall have knowledge, Purchaser shall be deemed to have waived all liability of Seller by reason of such untrue representation. If Closing takes place and a representation set forth Upon delivery of any Estoppel Certificates, Seller shall be entirely released from any liability under Seller's representations (including, without limitation, any update of the representations) concerning the information contained in such Estoppel Certificates to the extent the same is consistent with, or more favorable than, the information contained in Seller's representations. The provisions of this Section 8.1 above that is untrue on 6.4 shall survive the Closing Date first becomes Known or termination of the Contract. (b) The provisions of Section 6.4(a) above to the contrary notwithstanding, if any representation(s) shall fail to be true and such representation(s) can be made true by the payment of a liquidated sum of money only, and if both (a) such representation(s) can reasonably be expected to be made true within a period of thirty (30) days beyond the date scheduled for Closing and (b) the sum of money required to make such representation(s) true shall not exceed Seventy-five Thousand and 00/100 ($75,000.00) Dollars in the aggregate (the "MAXIMUM REPRESENTATION EXPENSE"), in such event, Seller agrees to adjourn the Closing for the period required to make such representation(s) true, but not to exceed thirty (30) days beyond the date scheduled for the Closing and to expend (or, at Seller's election, to obligate itself to expend by indemnity agreement, bond or any other manner) an amount not to exceed the Maximum Representation Expense. If there shall be any untrue representation(s) which can be made true by the payment of a sum of money only which exceeds the Maximum Representation Expense, or which can be made true by the payment of not more than the Maximum Representation Expense but not within the available time, and Seller notifies Purchaser after Closingthat Seller elects not to, or cannot, make such representation(s) true within the available time, Purchaser may bring an action against Seller for any actual damages (but not consequential, punitive, or special damages) sustained by Purchaser, including reasonable attorneys fees, as a consequence of such untrue representation, provided that elect to (i) such action is brought prior cancel this Contract by notice to Seller given within five (5) Business Days after receipt of Seller's notice and receive the expiration return of the Survival Period; and Deposit or (ii) close with a credit from Seller equal to the lesser of the amount required to make the representation true or the Maximum Representation Expense. If Purchaser fails to timely cancel this Contract as provided in no event the preceding sentence, Purchaser shall nevertheless proceed to Closing and the Purchase Price shall be reduced by the lesser of the sum of money required to make such representations true or the Maximum Representation Expense. Anything in this Section to the contrary notwithstanding, an attempt by Seller to make any untrue representation to be liable for damages in excess true shall not be deemed to be or create an obligation of $25,000Seller to make the same true.

Liability for Misrepresentations. If (a) Subject to the provisions of Section 6.2(b) below, if Purchaser obtains actual knowledge, at or prior to Closing, that any representation of Seller shall fail to be true in any material and adverse respect, Seller will attempt in good faith to remedy the misrepresentation (without any obligation to incur any costs or expenses). If despite Seller’s good faith efforts, the representation remains untrue respect as of Closingthe Effective Date or as of the Closing Date, as the case may be, Purchaser’s sole remedy prior to Closing 's remedies shall be to waive the untrue representation and proceed to Closing, or either (i) to terminate this Contract Agreement and receive the return of the Deposit. Upon Purchaser’s Deposit together with an amount necessary to reimburse Purchaser for any and all third party costs and expenses actually incurred by Purchaser in connection with the proposed purchase of the Property, including, without limitation, attorneys’ fees, title and survey charges, loan commitment fees and due diligence costs in an amount not to exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Termination Payment”), and upon the receipt of the Depositsame, this Contract Agreement shall terminate be null and be void and of no further force or effect and, except for those provisions expressly stated to survive the termination of this ContractAgreement, neither party shall have any rights or obligations against or to the other. Seller shall have the option other or (ii) waive such misrepresentation and proceed to rescind Purchaser’s termination of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for the Closing in order to make any such representation true in all material respectsClosing. If the Closing shall take place without Purchaser making an objection to an untrue representation, representation of which is Known to PurchaserPurchaser shall have actual knowledge, Purchaser shall be deemed to have waived all liability of Seller by reason of such untrue representation. If Closing takes place and a representation set forth Notwithstanding anything in Section 8.1 above that is untrue on the Closing Date first becomes Known to Purchaser after Closing, Purchaser may bring an action against Seller for any actual damages (but not consequential, punitive, or special damages) sustained by Purchaser, including reasonable attorneys fees, as a consequence of such untrue representation, provided that (i) such action is brought prior this Agreement to the expiration of the Survival Period; and (ii) contrary, in no event shall Seller be liable to Purchaser for damages the Termination Payment, or be deemed to be in excess default hereunder by reason of, any breach of $25,000representation or warranty which results from any change that occurs between the Effective Date and the Closing Date if such results from a fact or circumstances that is either (x) expressly permitted under the terms of this Agreement or approved by Purchaser after the Effective Date in accordance with this Agreement; (y) was not caused by Seller, or (z) is beyond the reasonable control of Seller to prevent, and such shall constitute the non-fulfillment of a condition precedent to Purchaser obligations at the Closing, and Purchaser shall have the right to terminate this Agreement, in which event the Deposit shall be returned to Purchaser, and neither party shall have further obligations to the other party except to the extent such obligations expressly survive termination pursuant to the terms hereof. (b) The provisions of this Section 6.2 shall survive the Closing or termination of this Agreement.

Liability for Misrepresentations. If (a) Subject to the provisions of Section 6.4(b) below, if any representation of Seller shall fail to be true in any material and adverse respect, Seller will attempt in good faith to remedy the misrepresentation (without any obligation to incur any costs or expenses). If despite Seller’s good faith efforts, the representation remains untrue as of Closing, Purchaser’s sole remedy prior to Closing shall be to waive the untrue representation and proceed to Closing, or to terminate this Contract and receive the return of the Deposit. Upon Purchaser’s Deposit and upon the receipt of the Depositsame, this Contract shall terminate be null and be void and of no further force or effect and, except for those provisions expressly stated to survive the termination of this Contract, neither party shall have any rights or obligations against or to the other. Seller shall have the option to rescind Purchaser’s termination of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for the Closing in order to make any such representation true in all material respectstrue. If the Closing shall take place without Purchaser making an objection to an untrue representation, representation of which is Known to PurchaserPurchaser shall have actual knowledge, Purchaser shall be deemed to have waived all liability of Seller by reason of such untrue representation. If Closing takes place and a representation set forth Upon delivery of any Estoppel Certificates, Seller shall be entirely released from any liability under Seller’s representations (including, without limitation, any update of the representations) concerning the information contained in such Estoppel Certificates to the extent the same is consistent with, or more favorable than, the information contained in Seller’s representations. The provisions of this Section 8.1 above that is untrue on 6.4 shall survive the Closing Date first becomes Known or termination of this Contract. (b) The provisions of Section 6.4(a) above to the contrary notwithstanding, if any representation(s) shall fail to be true and such representation(s) can be made true by the payment of a liquidated sum of money only, and if both (a) such representation(s) can reasonably be expected to be made true within a period of thirty (30) days beyond the date scheduled for Closing and (b) the sum of money required to make such representation(s) true shall not exceed Eighteen Thousand Seven Hundred Fifty and 00/100 ($18,750.00) Dollars in the aggregate (the “Maximum Representation Expense”), in such event, Seller agrees to adjourn the Closing for the period required to make such representation(s) true, but not to exceed thirty (30) days beyond the date scheduled for the Closing and to expend (or, at Seller’s election, to obligate itself to expend by indemnity agreement, bond or any other manner) an amount not to exceed the Maximum Representation Expense. If there shall be any untrue representation(s) which can be made true by the payment of a sum of money only which exceeds the Maximum Representation Expense, or which can be made true by the payment of not more than the Maximum Representation Expense but not within the available time, and Seller notifies Purchaser after Closingthat Seller elects not to, or cannot, make such representation(s) true within the available time, Purchaser may bring an action against Seller for any actual damages (but not consequential, punitive, or special damages) sustained by Purchaser, including reasonable attorneys fees, as a consequence of such untrue representation, provided that elect to (i) such action is brought prior cancel this Contract by notice to the expiration Seller given within five (5) Business Days after receipt of the Survival Period; and Seller’s notice or (ii) close with a credit from Seller equal to the lesser of the amount required to make the representation true or the Maximum Representation Expense. If Purchaser fails to timely cancel this Contract as provided in no event the preceding sentence, Purchaser shall nevertheless proceed to Closing and the Purchase Price shall be reduced by the lesser of the sum of money required to make such representations true or the Maximum Representation Expense. Anything in this Section to the contrary notwithstanding, an attempt by Seller to make any untrue representation to be liable for damages in excess true shall not be deemed to be or create an obligation of $25,000Seller to make the same true.

Liability for Misrepresentations. If (a) Subject to the provisions of Section 6.4(b) below, if any representation of Seller shall fail to be true in any material and adverse respect, Seller will attempt in good faith to remedy the misrepresentation (without any obligation to incur any costs or expenses). If despite Seller’s good faith efforts, the representation remains untrue as of Closing, Purchaser’s 's sole remedy prior to Closing shall be to waive the untrue representation and proceed to Closing, or to terminate this Contract and receive the return of the Deposit. Upon Purchaser’s Deposit and upon the receipt of the Depositsame, this Contract shall terminate be null and be void and of no further force or effect and, except for those provisions expressly stated to survive the termination of this Contract, neither party shall have any rights or obligations against or to the other. Seller shall have the option to rescind Purchaser’s 's termination of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for the Closing in order to make any such representation true in all material respectstrue. If the Closing shall take place without Purchaser making an objection to an untrue representation, representation of which is Known to PurchaserPurchaser shall have knowledge, Purchaser shall be deemed to have waived all liability of Seller by reason of such untrue representation. If Closing takes place and a representation set forth Upon delivery of any Estoppel Certificates, Seller shall be entirely released from any liability under Seller’s representations (including, without limitation, any update of the representations) concerning the information contained in such Estoppel Certificates to the extent the same is consistent with, or more favorable than, the information contained in Seller’s representations. The provisions of this Section 8.1 above that is untrue on 6.4 shall survive the Closing Date first becomes Known or termination of this Contract. (b) The provisions of Section 6.4(a) above to the contrary notwithstanding, if any representation(s) shall fail to be true and such representation(s) can be made true by the payment of a liquidated sum of money only, and if both (a) such representation(s) can reasonably be expected to be made true within a period of thirty (30) days beyond the date scheduled for Closing and (b) the sum of money required to make such representation(s) true shall not exceed One Hundred Thousand and 00/100 ($100,000.00) Dollars in the aggregate (the “Maximum Representation Expense”), in such event, Seller agrees to adjourn the Closing for the period required to make such representation(s) true, but not to exceed thirty (30) days beyond the date scheduled for the Closing and to expend an amount not to exceed the Maximum Representation Expense. If there shall be any untrue representation(s) which can be made true by the payment of a sum of money only which exceeds the Maximum Representation Expense, or which can be made true by the payment of not more than the Maximum Representation Expense but not within said thirty (30) day period, and Seller notifies Purchaser after Closingthat Seller elects not to, or cannot, make such representation(s) true within the available time, Purchaser may bring an action against Seller for any actual damages (but not consequential, punitive, or special damages) sustained by Purchaser, including reasonable attorneys fees, as a consequence of such untrue representation, provided that elect to (i) such action is brought prior cancel this Contract by notice to the expiration Seller given within five (5) Business Days after receipt of the Survival Period; and Seller's notice or (ii) close with a credit from Seller equal to the lesser of the amount required to make the representation true or the Maximum Representation Expense. If Purchaser fails to timely cancel this Contract as provided in no event the preceding sentence, Purchaser shall nevertheless proceed to Closing and the Purchase Price shall be reduced by the lesser of the sum of money required to make such representations true or the Maximum Representation Expense. Anything in this Section to the contrary notwithstanding, an attempt by Seller to make any untrue representation to be liable for damages in excess true shall not be deemed to be or create an obligation of $25,000Seller to make the same true.