Common use of Notice of Breaches of Representations and Warranties Clause in Contracts

Notice of Breaches of Representations and Warranties. (i) Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired knowledge, which would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “Changed Condition”). Subject to clause (ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within five (5) Business Days after notification in writing by Seller to Buyer of any such Changed Condition, Seller, at Seller’s own option and expense, may elect by written notice to Buyer to remedy the Changed Condition such that Seller’s representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree ment, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination of this Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s election not to effectuate such remedy, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition. (ii) Notwithstanding the foregoing, if a Changed Condition resulted from Seller’s negligent or intentional acts or omissions and was not cured by Seller pursuant to clause (i) above, Seller shall be in breach of a material obligation under this Agreement, Buyer shall have the remedies set forth in Section 13(a).

Notice of Breaches of Representations and Warranties. (i) Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired knowledge, which would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “Changed Condition”). Subject to clause (iiSection 7(b)(ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within five (5) Business Days after notification in writing by Seller to Buyer of any such Changed Condition, Seller, at Seller’s own option and expense, may elect by written notice to Buyer to remedy the Changed Condition such that Seller’s representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree mentRestated Agreement, in which event (1) neither Buyer nor Seller shall have any further obligation under this Restated Agreement, except for the obligations which expressly survive the termination of this Restated Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s election not to effectuate such remedy, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition. (ii) Notwithstanding the foregoing, if a Changed Condition resulted from Seller’s negligent or intentional acts or omissions and was not cured by Seller pursuant to clause (i) aboveSection 7(b)(i), Seller shall be in breach of a material obligation under this Restated Agreement, Buyer shall have the remedies set forth in Section 13(a12(a).

Notice of Breaches of Representations and Warranties. (i) Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired knowledge, which would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “Changed Condition”). Subject to clause (ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within five (5) Business Days after notification in writing by Seller to Buyer of any such Changed Condition, Seller, at Seller’s own option and expense, may elect by written notice to Buyer to remedy the Changed Condition such that Seller’s representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree mentAgreement, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination of this Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s election not to effectuate such remedy, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition. (ii) Notwithstanding the foregoing, if a Changed Condition resulted from Seller’s negligent or intentional acts or omissions and was not cured by Seller pursuant to clause (i) above, Seller shall be in breach of a material obligation under this Agreement, Buyer shall have the remedies set forth in Section 13(a12(a).

Notice of Breaches of Representations and Warranties. (i) Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired actual knowledge, which that would materially alter cause any material inaccuracy of any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “Changed Condition”). Subject Buyer shall promptly notify Seller in writing of any material inaccuracy in any representation or warranty of Seller contained herein of which Buyer obtains actual knowledge (within the meaning of Section 6.3) prior to clause the Close of Escrow (ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within “Known Misrepresentation”). Within five (5) Business Days after either notification in writing by Seller to Buyer of any such Changed ConditionCondition or notification by Buyer to Seller of any Known Misrepresentation, Seller, at Seller’s 's own option and expense, may elect by written notice to Buyer to remedy the Changed Condition or Known Misrepresentation such that Seller’s 's representations are accuratehave no material inaccuracy, and the Closing Date may be extended for up to ten (10) calendar days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s 's representations to be accuratehave no material inaccuracy, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree mentAgreement, in which event (1i) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive Surviving Obligations, (ii) the termination of this AgreementDeposit shall be promptly returned to Buyer by Escrow Holder and Seller shall reimburse Buyer for its Transaction Costs, and (2iii) if such Changed Condition resulted from Seller's intentional acts and was not cured by Seller pursuant to the Deposit with interest accrued thereon provisions above, then Seller shall be returned to Buyerin breach of a material obligation under this Agreement and Buyer shall have the remedies set forth in Section 5.1. If, notwithstanding Seller’s 's election not to effectuate such remedyremedy (or Seller's failure to complete such remedy within such ten (10) day period), Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition. (ii) Notwithstanding Condition or Known Misrepresentation identified in any such written notice from one party to the foregoing, if a Changed Condition resulted from Seller’s negligent or intentional acts or omissions and was not cured by Seller pursuant to clause (i) above, Seller shall be in breach of a material obligation under this Agreement, Buyer shall have the remedies set forth in Section 13(a).other. 257090980 v3

Notice of Breaches of Representations and Warranties. (i) i. Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired knowledge, which that would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “"Changed Condition”"). Subject to clause (ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within Within five (5) Business Days after notification in writing by Seller to Buyer of any such Changed Condition, Seller, at Seller’s 's own option and expense, may elect by written notice to Buyer to remedy the Changed Condition such that Seller’s 's representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s 's representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree mentAgreement, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination of this Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s 's election not to effectuate such remedy, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition. (ii) Notwithstanding the foregoing, if a Changed Condition resulted from Seller’s negligent or intentional acts or omissions and was not cured by Seller pursuant to clause (i) above, Seller shall be in breach of a material obligation under this Agreement, . Buyer shall have promptly notify Seller in writing of any material inaccuracy in any representation or warranty of Seller contained herein of which Xxxxx becomes aware prior to the remedies set forth in Section 13(aClose of Escrow (“Known Misrepresentation”).. Within five

Notice of Breaches of Representations and Warranties. (i) Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired knowledge, which would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “Changed Condition”). Subject to clause (iiSection 7(b)(ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within five (5) Business Days after notification in writing by Seller to Buyer of any such Changed Condition, Seller, at Seller’s own option and expense, may elect by written notice to Buyer to remedy the Changed Condition such that Seller’s representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree mentAgreement, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination of this Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s election not to effectuate such remedy, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition. (ii) Notwithstanding the foregoing, if a Changed Condition resulted from Seller’s negligent or intentional acts or omissions and was not cured by Seller pursuant to clause (i) aboveSection 7(b)(i), Seller shall be in breach of a material obligation under this Agreement, Buyer shall have the remedies set forth in Section 13(a12(a).

Notice of Breaches of Representations and Warranties. (ia) Seller Following the execution of this Agreement and prior to Closing, Buyer shall promptly notify Buyer (and in writing any event prior to the earlier of any changed condition, receipt of notice or documentation, or acquired knowledge, which would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “Changed Condition”). Subject to clause (ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within five (5) Business Days after notification in writing by Seller to Buyer following discovery or the Closing Date) notify Sellers of any such Changed Condition, Seller, at Seller’s own option and expense, may elect by written notice to matter of which any member of the Buyer to remedy the Changed Condition such that Seller’s representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafterKnowledge Group has actual knowledge that, to terminate this Agree ment, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination actual knowledge of this Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s election not to effectuate such remedy, Buyer elects to consummate the purchase member of the PropertyBuyer Knowledge Group, Seller shall not be liable to Buyer as constitutes a result breach of any inaccuracy in any representation or warranty of Seller Sellers or Crude JV contained herein that results from in Article III or Article IV, respectively; provided, however, any such Changed Conditionnotification will not affect the rights or obligations of Buyer, Sellers or Crude JV under this Agreement and the failure to provide such notification will not affect any rights of Buyer or obligations of Sellers or Crude JV under this Agreement or any other Transaction Document except as contemplated by Section 10.1. (iib) Notwithstanding Following the foregoingexecution of this Agreement and prior to Closing, if Crude JV shall promptly (and in any event prior to the earlier of five (5) Business Days following discovery or the Closing Date) notify Buyer of any matter of which any member of the Crude JV Knowledge Group has actual knowledge that, to the actual knowledge of such member of the Crude JV Knowledge Group, constitutes a Changed Condition resulted from Seller’s negligent breach of any representation or intentional acts or omissions and was not cured warranty of Crude JV contained in Article IV; provided, however, any failure by Seller pursuant Crude JV to clause (icomply with this Section 6.11(b) above, Seller shall be in treated the same as a breach of a material obligation representation or warranty in the Seller Certificates for purposes of indemnification under Article X. (c) Following the execution of this AgreementAgreement and prior to Closing, Wildcat shall promptly (and in any event prior to the earlier of five (5) Business Days following discovery or the Closing Date) notify Buyer of any matter of which any member of the Wildcat Knowledge Group has actual knowledge that, to the actual knowledge of such member of the Wildcat Knowledge Group, constitutes a breach of any representation or warranty of Wildcat contained in Article III; provided, however, any failure by Wildcat to comply with this Section 6.11(c) shall have be treated the remedies set forth same as a breach of a representation or warranty in the Seller Certificates, and shall not be deemed a breach of a covenant or agreement, for purposes of indemnification under Article X. (d) Following the execution of this Agreement and prior to Closing, Approach shall promptly (and in any event prior to the earlier of five (5) Business Days following discovery or the Closing Date) notify Buyer of any matter of which any member of the Approach Knowledge Group has actual knowledge that, to the actual knowledge of such member of the Approach Knowledge Group, constitutes a breach of any representation or warranty of Approach contained in Article III; provided, however, any failure by Approach to comply with this Section 13(a).6.11(d) shall be treated the same as a breach of a representation or warranty in the Seller Certificates, and shall not be deemed a breach of a covenant or agreement, for purposes of indemnification under Article X.

Notice of Breaches of Representations and Warranties. (i) i. Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired knowledge, which that would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “"Changed Condition”"). Subject to clause (ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within Within five (5) Business Days after notification in writing by Seller to Buyer of any such Changed Condition, Seller, at Seller’s 's own option and expense, may elect by written notice to Buyer to remedy the Changed Condition such that Seller’s 's representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s 's representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree mentAgreement, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination of this Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s 's election not to effectuate such remedy, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition. ii. Buyer shall promptly notify Seller in writing of any material inaccuracy in any representation or warranty of Seller contained herein of which Xxxxx becomes aware prior to the Close of Escrow (ii“Known Misrepresentation”). Within five (5) Business Days after notification in writing by Buyer to Seller of any Known Misrepresentation, Seller shall cure or remedy the underlying condition giving rise to such Known Misrepresentation, if such Known Misrepresentation is susceptible of cure, and the Closing Date shall be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such cure or remedy. If Seller is unable, despite Seller’s commercially reasonable efforts, to so cure or remedy the underlying condition giving rise to such Known Misrepresentation such that Seller’s representations are accurate within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agreement, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination of this Agreement, and (2) the Deposit shall be returned to Buyer. Subject to the last sentence of this Section 7(b), if, notwithstanding Seller's failure to cure or remedy any Known Misrepresentation or Changed Condition, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of the resulting breach of Seller’s representations and warranties except to the extent arising from Seller’s fraud. In addition, if Xxxxx has actual knowledge of a breach of a representation or warranty prior to the Closing, and fails to notify Seller of any material inaccuracy in any representation or warranty of Seller contained herein prior to Closing, Seller shall not be liable to Buyer for loss or damages resulting from such inaccuracy except to the extent arising from Seller’s fraud. Notwithstanding the foregoing, if a Changed Condition resulted from Known Misrepresentation was intentionally made by Seller’s negligent or intentional acts or omissions and was not cured by Seller pursuant to clause (i) above, Seller shall be in breach of a material obligation under this Agreement, Agreement and Buyer shall have the remedies set forth in Section 13(a)11.