Common use of Pre-Closing Disclosure Clause in Contracts

Pre-Closing Disclosure. Seller agrees that, should any Seller's Representative become aware of any fact, matter or circumstance that would make any of Seller's representations or warranties contained herein untrue or incorrect, then Seller will provide written notice thereof to Buyer (any such disclosure being referred to as a “Pre-Closing Disclosure”). If Seller makes any material adverse Pre-Closing Disclosure to Buyer, or if Buyer otherwise gains knowledge that one of Seller's representations or warranties becomes untrue or incorrect and same has a material adverse effect on the Property, then within five (5) days after Buyer’s receipt of such Pre-Closing Disclosure or Buyer's notice of such untrue or incorrect representation or warranty (but in no event later than Closing), Buyer may, as its sole and exclusive remedy, either (a) terminate this Agreement, in which event the Deposit will be returned to Buyer, and the parties will be released and relieved from all obligations hereunder, except those which expressly survive a termination of this Agreement, or (b) waive such matter, including the right to make any claim against Seller post-Closing and proceed to Closing, in which event the applicable representation and warranty(ies) shall be deemed modified to conform to the Pre-Closing Disclosures. For the avoidance of all doubt, if Buyer becomes aware that one of Seller's representations or warranties is untrue or incorrect prior to Closing, the parties agree that Buyer’s sole and exclusive remedy for the breach of any representation or warranty by any Seller hereunder shall be to either terminate this Agreement and recover the Deposit or waive such breach as aforesaid, and in no event will Buyer have the right to pursue any other remedy against Seller for such breach.

Pre-Closing Disclosure. As of Closing, Seller agrees thatshall be deemed to remake and restate the representations set forth in Section 8.1, should any Seller's Representative become aware of except that the representations shall be updated by delivering written notice to Purchaser in order to reflect any fact, matter or circumstance in Seller’s Knowledge that would make any of Seller's ’s representations or warranties contained herein untrue materially untrue, incomplete or incorrect, then Seller will provide written notice thereof to Buyer incorrect (any such disclosure being referred to as a “Pre-Closing Disclosure”). If Purchaser acknowledges that Seller makes shall have no liability, obligation or responsibility, and shall not be in default under this Agreement, with respect to any material adverse representation or warranty which was true and accurate when made by Seller upon the execution and delivery of this Agreement and which subsequently becomes untrue or inaccurate for any reason which is not a breach or default by Seller of the covenants made by Seller in this Agreement (e.g., an untruth or inaccuracy due to the passage of time, litigation initiated against Seller by a third party, events occurring or Knowledge acquired by Seller after the Contract Date, etc.). Seller shall not be liable to Purchaser for a breach of any of the representations and warranties set forth in this Agreement if, and to the extent that, Purchaser has knowledge of such breach at Closing (and in particular Purchaser shall be deemed to have knowledge of the existence of all of the Documents and the contents thereof to the extent delivered or made available to Purchaser), whether due to a Pre-Closing Disclosure to Buyer, or if Buyer otherwise gains knowledge that one of Seller's representations or warranties becomes (unless the representation was untrue or incorrect and same has a material adverse effect when made on the PropertyContract Date or became untrue due to a breach or default by Seller hereunder (a “Seller Default Breach”), then in which case Purchaser’s remedies shall be governed by Section 11.1 below). Purchaser’s sole remedy for any such Pre-Closing Disclosure and for any breach of which it has knowledge shall be to terminate this Agreement within five (5) business days after Buyer’s receipt of such the Pre-Closing Disclosure or Buyer's notice gaining knowledge of such untrue or incorrect representation or warranty breach (but and in no event later than all events prior to Closing), Buyer mayfailing which, as Purchaser shall be deemed to have accepted all Pre-Closing Disclosures and waived any breach of Seller’s representations and warranties of which Purchaser has knowledge. Notwithstanding anything herein to the contrary, in the event Purchaser terminates the Agreement on account of a Seller Default Breach, Purchaser shall be entitled to reimbursement of its sole actual out-of-pocket expenses incurred in connection with this Agreement (excluding any expenses incurred in connection with any proposed financing), not to exceed $50,000. For purposes of this Section 8.2 and exclusive remedySection 9.1.1 below, either (a) the terms “materially” and “material” shall mean for matters quantifiable in terms of money, an amount in excess of $40,000 and for all other matters, disclosures or breaches that would prompt a commercially reasonable buyer to request a reduction in excess of $40,000 in the Purchase Price. Notwithstanding anything to the contrary contained herein, Purchaser shall have no right to terminate this Agreement by reason of any untruth or inaccuracy in Seller’s representations and warranties which is caused by an action which Seller is authorized or permitted to take under this Agreement, in which event . The provisions of this Section 8.2 shall survive the Deposit will be returned to Buyer, and the parties will be released and relieved from all obligations hereunder, except those which expressly survive a Closing or termination of this Agreement, or (b) waive such matter, including the right to make Agreement for any claim against Seller post-Closing and proceed to Closing, in which event the applicable representation and warranty(ies) shall be deemed modified to conform to the Pre-Closing Disclosures. For the avoidance of all doubt, if Buyer becomes aware that one of Seller's representations or warranties is untrue or incorrect prior to Closing, the parties agree that Buyer’s sole and exclusive remedy for the breach of any representation or warranty by any Seller hereunder shall be to either terminate this Agreement and recover the Deposit or waive such breach as aforesaid, and in no event will Buyer have the right to pursue any other remedy against Seller for such breachcause.

Pre-Closing Disclosure. As of Closing, Seller agrees thatshall be deemed to remake and restate each and all of the representations and warranties set forth in Section 7.1; provided, should any Seller's Representative however, in the event Seller shall become actually aware of any fact, matter or circumstance (a “Changed Fact”) that would make any of Seller's ’s representations or warranties contained herein untrue in this Agreement untrue, incomplete or incorrectincorrect in any respect (or otherwise believes that any such representation or warranty is inaccurate), then Seller will provide shall immediately deliver a full written notice thereof disclosure (a “Changed Fact Notice”) of such fact or circumstance to Buyer (any such disclosure being referred to as a “Pre-Closing Disclosure”). If Seller makes any material adverse Pre-Closing Disclosure to Buyersuch Changed Fact (individually, or if Buyer otherwise gains knowledge that one of Seller's representations or warranties becomes untrue or incorrect and same has in the aggregate with all other Changed Facts) constitutes a material adverse effect on the PropertyMaterial Adverse Change (defined below), then Buyer shall, without prejudice to any other rights or remedies Buyer may have hereunder, at law, or in equity, have the right to terminate this Agreement by delivery to Seller of written notice of termination at any time within five (5five(5) business days after of Buyer’s receipt of such Pre-Closing Disclosure or Buyer's notice of such untrue or incorrect representation or warranty (but the Changed Fact Notice as to the Changed Fact in no event later than Closing), Buyer may, as its sole and exclusive remedy, either (a) terminate this Agreementquestion, in which event case the Deposit will (including all interest thereon) shall be automatically returned to Buyer, and the rights and obligations of each of the parties will be released and relieved from all obligations hereunderhereto shall automatically terminate, except those which expressly survive a termination Buyer’s rights as to any breach of this Agreement by Seller and any other rights and obligations of the parties hereto which, pursuant to the provisions of this Agreement, or survive any such termination. The failure of Buyer to give to Seller said written notice within such five (b5) waive such matter, including the right to make any claim against Seller post-Closing and proceed to Closing, in which event the applicable representation and warranty(ies) business day period shall be deemed modified to conform to the Pre-Closing Disclosures. For the avoidance of all doubt, if Buyer becomes aware that one of Seller's representations or warranties is untrue or incorrect prior to Closing, the parties agree that Buyer’s sole disapproval of such Changed Fact and exclusive remedy for the breach of any representation or warranty by any Seller hereunder shall be election to either terminate this Agreement. The provisions of this Section 7.4 shall survive the Closing or termination of this Agreement and recover the Deposit or waive such breach as aforesaid, and in no event will Buyer have the right to pursue for any other remedy against Seller for such breachcause.

Pre-Closing Disclosure. As of Closing, Seller agrees thatshall be deemed to remake and restate the representations set forth in Section 8.1, should any Seller's Representative become aware of except that the representations shall be updated by delivering written notice to Purchaser in order to reflect any fact, matter or circumstance in Seller’s Knowledge that would make any of Seller's ’s representations or warranties contained herein untrue materially untrue, incomplete or incorrect, then Seller will provide written notice thereof to Buyer incorrect (any such disclosure being referred to as a “Pre-Closing Disclosure”). If Purchaser acknowledges that Seller makes shall have no liability, obligation or responsibility, and shall not be in default under this Agreement, with respect to any material adverse Pre-Closing Disclosure to Buyer, representation or if Buyer otherwise gains knowledge that one warranty which was true and accurate when made by Seller upon the execution and delivery of Seller's representations or warranties this Agreement and which subsequently becomes untrue or incorrect inaccurate for any reason which is not a breach or default by Seller of the covenants made by Seller in this Agreement (e.g., an untruth or inaccuracy due to the passage of time, litigation initiated against Seller by a third party, events occurring or Knowledge acquired by Seller after the Contract Date, etc.). Seller shall not be liable to Purchaser for a breach of any of the representations and same warranties set forth in this Agreement if, and to the extent that, Purchaser has a material adverse effect on the Property, then within five (5) days after Buyer’s receipt knowledge of such breach at Closing (and Purchaser shall be deemed to have knowledge of the existence of all of the Documents and the contents thereof to the extent delivered or made available to Purchaser prior to the expiration of the Inspection Period), whether due to a Pre-Closing Disclosure or Buyer's notice of such otherwise (unless the representation was untrue when originally made or incorrect representation became untrue due to a breach or warranty default by Seller hereunder (but in no event later than Closinga “Seller Default Breach”), Buyer may, as its sole and exclusive remedy, either (a) terminate this Agreement, in which event the Deposit will be returned to Buyer, and the parties will be released and relieved from all obligations hereunder, except those which expressly survive a termination of this Agreement, or (b) waive such matter, including the right to make any claim against Seller post-Closing and proceed to Closing, in which event the applicable representation and warranty(ies) case Purchaser’s remedies shall be deemed modified to conform to the Pre-Closing Disclosures. For the avoidance of all doubtgoverned by Section 11.1 below, or, if Buyer becomes aware that one Purchaser obtained knowledge of Seller's representations or warranties is untrue or incorrect prior to Closinga Seller Default Breach after expiration of the Inspection Period, the parties agree that Buyer’s sole and exclusive remedy for the breach of any representation or warranty by any Seller hereunder shall be to either terminate this Agreement and recover the Deposit or waive such breach as aforesaid, and in no event will Buyer have the right to pursue any other remedy against Seller for such breach.then