Common use of NOTICE PRIOR TO CLOSING Clause in Contracts

NOTICE PRIOR TO CLOSING. No party hereto shall be deemed to have breached any representation, warranty, or covenant if (i) the other party hereto has been notified prior to the Closing of the breach of, or inaccuracy in, or of any facts or circumstances constituting or resulting in the breach of or inaccuracy in, such representation, warrant or covenant, and (ii) such other party has permitted the Closing to occur and, for purposes of this Agreement, is thereby deemed to have waived such breach or inaccuracy; provided, however, that a disclosure pursuant to this Section 12.5 shall not prejudice the rights of the parties pursuant to Article X or XI hereof not to consummate the transactions contemplated by this Agreement.