Common use of Notice of Breach; Seller’s Right to Cure Clause in Contracts

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller are 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). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety (90) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated , the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material.

Notice of Breach; Seller’s Right to Cure. (a) If after the expiration of the Due Diligence Period but at or prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed ninety sixty (9060) days) for the purpose of such cure. . (b) If any misrepresentation or breach of any of Seller’s Warranties is first discovered by Buyer after the expiration of the Due Diligence Period but prior to Closing and Seller either does not elect to or is unable not able to so cure any such misrepresentation or breachbreach after the cure period set forth above, then Buyer, as its sole remedy remedies for any and all such materially misrepresentations or breaches, shall have the following rights: (i) If any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material representations or warrantiesrespect, shall then Buyer may elect either (aA) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase Price, or (bB) to terminate this Agreement by written notice given to Seller on the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. . (ii) If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. . (c) The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranties for purposes of this Agreement shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller’s Warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller are 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). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right (but not the obligation except to the extent required by Section 9.2.5 hereof) to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of such cure. If Subject to performance of Seller’s obligations set forth in Section 9.2.5 hereto, if Seller is unable or unwilling to so cure any misrepresentation or breachbreach of warranty, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase Price, or (b) to terminate this Agreement in its entirety by written notice given to Seller on the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties exceed, or are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed materialexceed, the Materiality Threshold.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five ten (510) business days of obtaining such knowledge that the same, individually or collectively, are material (as defined below) (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual or any Seller Parties have knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five ten (510) business days of obtaining such knowledge the same, individually or collectively, are material (as defined below) (but, in any event, prior to the Closing). In either such event, 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 ninety sixty (9060) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in the immediately following sentence and in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation Seller’s Warranty was, to Seller’s or warranty is any Seller Parties’ knowledge, materially untrue, inaccurate or incorrect but is not untrueat the time such Seller’s Warranty was made, inaccurate or incorrect in any material respectand as a result thereof, Buyer elects to terminate this Agreement, then Seller shall be deemed reimburse Buyer for its actual out-of-pocket costs (not to waive such misrepresentation or breach exceed $50,000) incurred in connection with entering into the letter of warrantyintent, entering into this Agreement, investigating the Property and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Priceperforming its Due Diligence. The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranty shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties warranties, individually or collectively, are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000.00.

Notice of Breach; Seller’s Right to Cure. (a) If after the expiration of the Due Diligence Period but at or prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed ninety thirty (9030) days) for the purpose of such cure. . (b) If any misrepresentation or breach of any of Seller’s Warranties is first discovered by Buyer after the expiration of the Due Diligence Period but prior to Closing and Seller either does not elect to or is unable not able to so cure any such misrepresentation or breachbreach after the cure period set forth above, then Buyer, as its sole remedy remedies for any and all such materially misrepresentations or breaches, shall have the following rights: (i) If any of Seller’s Warranties are, individually or in the aggregate, untrue, inaccurate or incorrect in any material representations or warrantiesrespect, shall then Buyer may elect either (aA) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase Price, or (bB) to terminate this Agreement by written notice given to Seller on or before the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. . (ii) If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. . (c) The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranties shall be deemed material for purposes of this Section 9.3.3 and the rest of this Agreement only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller’s Warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000.00 for the PC Property or $50,000.00 for the KV Property.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein in Section 8.2.2 by Seller are untrue, inaccurate or incorrect in any material respect, Buyer may, at Buyer's sole option (but failing which Seller shall have no liability therefor) give Seller written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller or Seller's Designated Employee obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not not, when taken with all other untrue, inaccurate or incorrect representations or warranties, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if if, when taken with all other untrue, inaccurate or incorrect representations or warranties, Buyer's aggregate damages damages, losses or lost Revenue resulting from the untruth, inaccuracy or incorrectness of any or all of the representations or warranties are reasonably estimated by Buyer to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material100,000.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but at or prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller are 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). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties are reasonably estimated estimate by Buyer to exceed an amount in excess of One Hundred Thousand and No/100 TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material25,000.00).

Notice of Breach; Seller’s Right to Cure. (a) If after the expiration of the Due Diligence Period but at or prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed ninety thirty (9030) days) for the purpose of such cure. . (b) If any misrepresentation or breach of any of Seller’s Warranties is first discovered by Buyer prior to Closing and Seller either does not elect to or is unable not able to so cure any such misrepresentation or breachbreach after the cure period set forth above, then Buyer, as its sole remedy remedies for any and all such materially misrepresentations or breaches, shall have the following rights: (i) If any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material representations or warrantiesrespect, shall then Buyer may elect either (aA) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase Price, or (bB) to terminate this Agreement by written notice given to Seller on the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. . (ii) If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. . (c) The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranties for purposes of this Agreement shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller’s Warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but at or prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge learns that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller prompt written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of after obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right use commercially reasonable efforts to cure the event giving rise to such misrepresentation or breach (other than a Permitted Changed Condition) and shall be entitled to a reasonable adjournment adjournments of the Closing (not to exceed ninety sixty (9060) daysdays in the aggregate for all such adjournments) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breachbreach (other than a Permitted Changed Condition), then Buyer, as its sole remedy for any and all such materially untrue, inaccurate untrue representation or incorrect material representations or warrantieswarranty that is not a Permitted Changed Condition, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase PricePrice (except as hereinafter provided), or (b) to terminate this Agreement by written notice given to Seller on the Closing DateSeller, in which event this Agreement shall be terminated terminated, the Deposit and all interest accrued thereon shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty other than a Permitted Changed Condition is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect untrue in any material respect, Buyer shall be deemed to waive have waived such misrepresentation or breach of warranty, and Buyer shall be required to nevertheless consummate the Transaction without any reduction of or credit against the Purchase PriceTransaction. The untruth, inaccuracy or incorrectness untruth of a representation or warranty (other than a Permitted Changed Condition) shall be deemed material only if (x) Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness untruth of any of the representations or warranties are reasonably estimated by Buyer to exceed an amount in excess of One Two Hundred Thousand and No/100 Dollars ($100,000.00200,000.00), or (y) Dollarssuch untruth relates to the representations set forth in Sections 7.2(b)(x) through (xii) of this Agreement (other than the Permitted Changed Conditions). A default In the event that Seller breaches any representation set forth in Section 7.2(b) of Seller's this Agreement (other than the Permitted Changed Conditions) and such breach is not deemed to be “material”, then Buyer shall receive a credit at Closing equal to Buyer’s aggregate damages resulting from the untruth of any such representation under Section 8.2.2(e) shall be deemed materialor warranty.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but If, prior to the Closing, Buyer or any Buyer's Representative Purchaser obtains actual knowledge that any of the representations or warranties made herein by Seller are Sellers’ Warranties is untrue, inaccurate or incorrect in any material respect, Buyer Purchaser shall give Seller Sellers written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). If at or If, prior to the Closing, Seller Sellers obtains actual knowledge that any of the representations or warranties made herein by Seller Purchaser’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller Sellers shall give Buyer Purchaser written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller Sellers or Purchaser, as the case may be (the “Breaching Party”), shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable an adjournment of the Closing (not to exceed ninety (90) daysextend beyond the IPO Closing or December 31, 2004, whichever is earlier) for the purpose of such cure. If Seller the Breaching Party is unable to so cure any misrepresentation or breach, then BuyerPurchaser or Sellers, as the case may be (the “Non-Breaching Party”), as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties by the Breaching Party and consummate the Transaction purchase and sale of the Owned Assets (including the Facilities), without any reduction of or credit against the Purchase Price, or (b) to terminate this Agreement by written notice given to Seller on the Closing DateBreaching Party, in which event whereupon (1) this Agreement shall be terminated , and (2) the Deposit Non-Breaching Party shall be returned entitled to Buyer, Seller shall reimburse Buyer pursue the Breaching Party for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed materialmonetary damages.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but date hereof and prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge Purchaser becomes aware that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller respect (other than as a result of receipt of written notice thereof from Seller pursuant to the requirement of the next sentence), Purchaser shall use good faith efforts to notify Seller in writing within five (5) business days Business Days of obtaining such knowledge (butand, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are is untrue, inaccurate or incorrect in any material respectincorrect, Seller shall give Buyer written notice notify Purchaser in writing thereof within five (5) business days Business Days of obtaining such knowledge (butand, in any event, prior to the Closing). In either such event, Seller shall have the right not be obligated to cure any such misrepresentation or breach and breach. If Seller is otherwise willing to attempt to cure the misrepresentation or breach, Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of any such cure; provided, however, that Purchaser shall have the right to waive such breach at any time during said period of adjournment and in the event of such waiver Seller and Purchaser shall consummate the Closing without any reduction or credit against the Purchase Price with respect thereto. If Seller is unable fails to so cure any misrepresentation or breachbreach or declines to cure any other misrepresentation or breach not required to be cured, then BuyerPurchaser, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase Price, or (b) be entitled to terminate this Agreement by written notice given to Seller on the Closing Date, as set forth in which event this Agreement shall be terminated , the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees Section 9.3 and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of receive a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any return of the representations or warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed materialDeposit.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranties shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller’s Warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000.00.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller Seller, as appropriate, written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the any Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this AgreementAgreement and receive a reimbursement of its due diligence costs pursuant to Section 11.3 hereof as Buyer’s sole remedy. If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or Transaction, but Buyer shall be entitled to a credit against the Purchase PricePrice resulting from the untruth, inaccuracy or incorrectness of Seller’s Warranties. The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranties shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller’s Warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000.00.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but at any time prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that to Seller’s Knowledge, any of the representations or warranties made herein by Seller are is untrue, inaccurate inaccurate, or incorrect in any material respectincorrect, Seller shall promptly give Buyer shall give Seller written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing)thereof. If at or any time prior to the Closing, Seller obtains actual knowledge that to Buyer’s Knowledge, any of the representations or warranties made herein by Seller are is untrue, inaccurate inaccurate, or incorrect in any material respect, Buyer shall promptly give Seller written notice thereof. With respect to any representations or warranties made herein by Seller that is untrue, inaccurate, or incorrect in any material respect, Seller shall give Buyer written notice thereof within have a reasonable period of time (not to extend past five (5) business days Business Days before the Closing Date) after delivery of obtaining any such knowledge (but, in any event, prior notice from Seller to the Closing). In either such event, Buyer or Buyer to Seller shall have the right to cure such material misrepresentation or breach; provided that, if such notice is delivered within ten (10) Business Days of Closing and such material misrepresentation or breach and is due to events that are outside of Seller’s control, the Closing Date shall be entitled extended for five (5) Business Days to a reasonable adjournment of the Closing (not allow Seller additional time to exceed ninety (90) days) for the purpose of cure such curematerial misrepresentation or breach. If Seller is unable to so does not timely cure any such material misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall Buyer may thereafter elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing DateAgreement, in which event this Agreement shall be terminated , (a) the Deposit shall be immediately returned to BuyerBuyer (and if such material misrepresentation or breach is a result of a Seller default hereunder, then Seller shall also reimburse Buyer for all its reasonable legal and verifiable out of pocket due diligence expenses and attorney’s fees paid in connection with the transaction contemplated in this Agreement, up to a maximum of $250,000), and the costs of third party reports, not to exceed $50,000 and, thereafter, (b) neither party shall have any further rights or obligations Liability hereunder except as provided in any section hereof for those Liabilities that by its terms expressly provides that it survives any survive termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer The foregoing right to terminate this Agreement shall be deemed to waive such Buyer’s sole and exclusive pre-closing remedy for any misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties are reasonably estimated made herein by Seller. If Buyer does not so elect to exceed an amount in excess of One Hundred Thousand terminate this Agreement, the representations and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) warranties contained herein shall be deemed materialamended to conform to the events or circumstances so occurring (and the related misrepresentation or breach of representation or warranty shall be deemed cured).

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five ten (510) business days of obtaining such knowledge that the same, individually or collectively, are material (as defined below) (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five ten (510) business days of obtaining such knowledge the same, individually or collectively, are material (as defined below) (but, in any event, prior to the Closing). In either such event, 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 ninety (90) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in the immediately following sentence and in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation Seller's Warranty was, to Seller's knowledge, materially untrue, inaccurate or warranty incorrect at the time such Seller's Warranty was made, and as a result thereof, Buyer elects to terminate this Agreement, then Seller shall reimburse Buyer for its actual out-of-pocket costs (not to exceed $250,000) incurred in connection with entering into the letter of intent, entering into this Agreement, investigating the Property and performing its Due Diligence. If any such Seller's Warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller's Warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties warranties, individually or collectively, are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but at or prior to the Closing, Buyer or any Buyer's Representative Purchaser obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Buyer Purchaser shall give Seller written notice (the "PURCHASER REPRESENTATION NOTICE") thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). Purchaser's actual knowledge shall be the actual knowledge of Xxxx Xxxxxxxxx. If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer Purchaser written notice (the "SELLER REPRESENTATION NOTICE") thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such curecure by giving a written notice (a "CURE NOTICE") to Purchaser promptly upon receipt of the Purchaser Representation Notice or concurrently with the giving of a Seller Representation Notice, as applicable. If Seller does not timely give a Cure Notice or does give a Cure Notice but is unable to so cure any such misrepresentation or breachbreach identified in a Seller Representation Notice or a Purchaser Representation Notice, then BuyerPurchaser, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction purchase and sale of the Property as contemplated hereby 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, in which event this Agreement shall be terminated terminated, Purchaser shall receive the Deposit Xxxxxxx Money Deposit, Purchaser shall be returned return to BuyerSeller the Purchaser's Information, Seller shall reimburse Buyer Purchaser for all reasonable legal fees and the costs of its actual third party reportsout-of-pocket costs incurred in connection with this Agreement, not provided, however, in no event shall Seller have any obligation to exceed reimburse Purchaser for an amount in excess of $50,000 and25,000.00, thereafter, and thereafter neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any extent of the representations or warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed materialTermination Surviving Obligations.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but If, prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right to cure the underlying cause of such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase Price, or (b) to Purchase Agreement SHP/Renaissance Portfolio Contract terminate this Agreement by written notice given to Seller on the Closing Date, in which event this Agreement shall be terminated terminated, the any Deposit shall be returned to Buyer, Buyer (and Seller shall also be obligated to reimburse Buyer for all reasonable legal fees and the costs of its third party reportscosts and expenses incurred in connection with this Transaction, but not to exceed One Million and No/100 Dollars ($50,000 1,000,000.00)) and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is of Seller's Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller's Warranties shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller's Warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material).

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are 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). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety (90) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is of Seller's Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller's Warranties shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller's Warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller are 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). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right to cure, and if the cost to cure is greater than One Hundred Thousand Dollars ($100,000) but less than Two Hundred Fifty Thousand Dollars ($250,000) Seller shall have the obligation to attempt to cure, such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties are reasonably estimated by Buyer to exceed an amount in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material100,000).

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period Effective Date, but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller are 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). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right right, but not the obligation, to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (Closing, not to exceed ninety (90) days) for the purpose of such cure. If Seller is unable or unwilling to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction reuction of or credit against the Purchase Price, or any right to receive reimbursement from Seller on account of the misrepresentation or breached warranty, as the case may be. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties are reasonably estimated by Buyer to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material250,000.00.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller are 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). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety (90) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties are reasonably estimated by Buyer to exceed an amount in excess of One Hundred Fifty Thousand and No/100 Dollars ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000).

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the any Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranties shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of Seller’s Warranties (in the representations or warranties aggregate with respect to all Facilities) are reasonably estimated to exceed an amount in excess of One Hundred Fifty Thousand and No/100 No/100ths Dollars ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000.00).

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the any Deposit shall be returned to Buyer, and Seller shall be obligated to reimburse Buyer for all reasonable legal fees its documented, third-party, out-of-pocket expenses incurred in connection with its entering into this Agreement and its investigation of the costs Property; provided, however, that the reimbursement obligation of third party reports, Seller under this Agreement shall not to exceed the sum of Two Hundred Thousand and No/100 Dollars ($50,000 200,000.00) and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respectrespect in Buyer’s reasonable discrection, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranties shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller’s Warranties are reasonably estimated to exceed an amount in excess of One Hundred Fifty Thousand and No/100 No/100ths Dollars ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000.00).

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right use reasonable efforts to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breachbreach after the exercise of reasonable efforts, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Warranties shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller’s Warranties are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material10,000.00.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller are 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). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties are reasonably estimated by Buyer to exceed an amount in excess of One Hundred Fifty Thousand and No/100 Dollars ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material50,000).

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's ’s Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety ten (9010) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is of Seller’s Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller’s Property Warranties shall be deemed material only if Buyer's ’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller’s Property Warranties are reasonably estimated to exceed an amount in excess $50,000.00. The untruth, inaccuracy or incorrectness of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default any of Seller's representation under Section 8.2.2(e) ’s Entity Warranties or any of Prudential’s Warranties shall be deemed material.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period Effective Date but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure, provided, however, that Seller shall not have the right to extend the Closing Date if a misrepresentation or breach is of the nature that it cannot be cured. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties 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 the Closing Date, in which event this Agreement shall be terminated , the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is of Seller's Warranties are untrue, inaccurate or incorrect but is not are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty Seller's Warranties shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties Seller's Warranties are reasonably estimated to exceed $250,000.00. Notwithstanding the foregoing, in the event that any of the Seller's Warranties are untrue, inaccurate or incorrect in any material respect as a result of an amount intentional misrepresentation made by Seller and Buyer elects to terminate this Agreement, then Buyer may, in excess addition to all other remedies available to Buyer under this Agreement, recover from Seller all actual third party costs incurred by Buyer in the performance of One Hundred Thousand and No/100 ($100,000.00) DollarsBuyer's Due Diligence up to the point of Buyer's discovery of the intentional misrepresentation. A default In the event that any of Seller's representation under Section 8.2.2(e) shall be deemed materialWarranties are untrue, inaccurate or incorrect in any material respect as a result of a negligent misrepresentation made by Seller and Buyer elects to terminate this Agreement, then Buyer may, in addition to all other remedies available to Buyer hereunder, recover from Seller at actual third party costs incurred by Buyer in the performance of Buyer's Due Diligence up to the point of Buyer's discovery of the negligent misrepresentation in an amount not to exceed $250,000.00 in the aggregate.

Notice of Breach; Seller’s Right to Cure. If after the expiration of the Due Diligence Period but prior to the Closing, Buyer or any Buyer's Representative obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five ten (510) business days of obtaining such knowledge that the same, individually or collectively, are material (as defined below) (but, in any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller Seller's Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five ten (510) business days of obtaining such knowledge the same, individually or collectively, are material (as defined below) (but, in any event, prior to the Closing). In either such event, 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 ninety thirty (9030) days) for the purpose of such cure. If Seller is unable to so cure any misrepresentation or breach, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect material representations or warranties, shall elect either (a) to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase PricePrice (except for the deduction from the Purchase Price of monetary liens as elsewhere provided herein, and for the deduction from the Purchase Price of any other ascertainable damages resulting from the breach of Seller's Warranties in an amount not to exceed $75,000), or (b) to terminate this Agreement by written notice given to Seller on the Closing Date, in which event this Agreement shall be terminated terminated, the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for all reasonable legal fees and the costs of third party reports, not to exceed $50,000 and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in the immediately following sentence and in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. If any such representation or warranty is Seller's Warranty was, to Seller's knowledge, materially untrue, inaccurate or incorrect but is not untrueat the time such Seller's Warranty was made, inaccurate or incorrect in any material respectand as a result thereof, Buyer elects to terminate this Agreement, then Seller shall be deemed to waive such misrepresentation or breach of warranty, and reimburse Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Pricefor its Termination Expenses as defined in Section 4.2.1 (d) above. The untruth, inaccuracy or incorrectness of a representation or warranty Seller's Warranty shall be deemed material only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of any of the representations or warranties warranties, individually or collectively, are reasonably estimated to exceed an amount in excess of One Hundred Thousand and No/100 ($100,000.00) Dollars. A default of Seller's representation under Section 8.2.2(e) shall be deemed material75,000.00.