Representations and Warranties Prior to Closing. The continued validity in all respects of the foregoing representations and warranties shall be a condition precedent to the obligation of the party to whom the representation and warranty is given to close this transaction. If any of Seller’s representations and warranties shall not be true and correct in any material respect at any time on or before the Closing whether or not true and correct as of the Contract Date, then Purchaser may, at Purchaser’s option, exercised by written notice to Seller (and as its sole and exclusive remedy), either (i) proceed with this transaction, accepting the applicable representation and warranty as being modified by such subsequent matters or knowledge and waiving any right relating thereto, if any, or (ii) terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money (less the Independent Consideration) shall promptly be returned to Purchaser by Escrow Agent, and subject to Section 20 below, if Seller’s representations and warranties were not true and correct as of the Contract Date (or if Seller’s representations and warranties fail to be true and correct in all material respects at any time between the Contract Date and Closing due to a change in facts that occurs after the Contract Date resulting from acts or omissions of Seller), Seller shall promptly reimburse Purchaser for Purchaser’s reasonable third-party costs and expenses, and, except for the provisions of this Agreement that expressly survive Closing or earlier termination of this Agreement, this Agreement shall be void and of no further force and effect, and neither party shall have any liability to the other by reason hereof. Without limiting the foregoing, on the Closing Date, (y) Seller shall deliver to Purchaser a written certificate, duly executed by Seller, certifying that all of the representations and warranties of Seller set forth in this Agreement are true and correct in all material respects as of the Closing (the “Seller Certificate of Representations and Warranties”) and (z) Purchaser shall deliver to Seller a written certificate, duly executed by Purchaser, certifying that all of the representations and warranties of Purchaser set forth in this Agreement are true and correct in all material respects as of the Closing (the “Purchaser Certificate of Representations and Warranties”).
Representations and Warranties Prior to Closing. The continued validity in all respects of the foregoing representations and warranties shall be a condition precedent to the obligation of the party to whom the representation and warranty is given to close this transaction. If any of Seller’s representations and warranties shall not be true and correct at any time on or before the Closing whether not true and correct as of the date of this Agreement or whether any change in facts or circumstances has made the applicable representation and warranty no longer REAL ESTATE SALE AGREEMENT XXX XXXXXXXXXX XX XXXXXXXX XXXXXXXX (AURORA, ILLINOIS) true and correct and regardless as to whether Purchaser becomes aware of such fact through Seller’s notification or otherwise, then Purchaser may, at Purchaser’s option, exercised by written notice to Seller (and as its sole and exclusive remedy), either (i) proceed with this transaction, accepting the applicable representation and warranty as being modified by such subsequent matters or knowledge and waiving any right relating thereto, if any, or (ii) terminate this Agreement and declare this Agreement of no further force and effect and in which event the Xxxxxxx Money shall promptly be returned to Purchaser and Seller shall have no further liability hereunder by reason thereof.
Representations and Warranties Prior to Closing. The continued validity in all respects of the foregoing representations and warranties shall be a condition precedent to the obligation of the party to whom the representation and warranty is given to close this transaction. If any of Seller’s representations and warranties are not true and correct on the closing date, then Buyer may, at Buyer’s option, exercised by written notice to Seller (and as its sole and exclusive remedy), either (i) proceed with this transaction, accepting the applicable representation and warranty as being modified by such subsequent matters or knowledge and waiving any right relating thereto, if any, or (ii) terminate this Agreement and declare this Agreement of no further force and effect and in which event Escrow Holder shall, without further instruction, return the Deposit to Buyer and Seller shall have no further liability hereunder by reason thereof; provided, that if the breach of any representation or warranty of Seller hereunder results from the willful and intentional act of Seller, Buyer will have the rights and remedies available to Buyer under Section 18(b) of this Agreement upon a default by Seller of its obligations under this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall serve to undo a closing which has already occurred.
