Seller’s Representations and Warranties Deemed Modified. (a) Seller’s representations and warranties set forth in this Article IV (other than those set forth in Sections 4.14 [Purchase Options], 4.24 [Personal Property] and 15.11 [Brokerage]), shall be deemed modified, and provided that Seller has given written notice of same to Buyer in accordance with the applicable terms and provisions of this Agreement (and, for the avoidance of doubt, if no requirement for notice or time period for such notice is provided elsewhere in this Agreement, then written notice shall be given by Seller to Buyer within five (5) days of Seller obtaining knowledge of the occurrence of any of the following), to reflect the following: (i) any amendment or supplement to the Exhibits provided to Buyer in writing within five (5) days of the Effective Date, (ii) the amendment, expiration or termination of any Space Lease, Equipment Lease, Booking, or Contract, or the entering into of any new such agreement occurring in compliance with the terms of Section 7.1, in each case occurring on or after the Effective Date, (iii) changes to representations resulting from any actions or omissions of Seller which are expressly permitted under this Agreement, in each case occurring on or after the Effective Date, and (iv) changes to representations resulting from the acts or omissions of Buyer, and such modifications shall not affect the obligations of Buyer hereunder or render any representation or warranty of Seller untrue.
Seller’s Representations and Warranties Deemed Modified. If and to the extent Purchaser has, prior to the Effective Date, acquired actual knowledge that any of the foregoing representations and warranties (each, a “Seller’s Warranty”; and collectively, the “Seller’s Warranties”) are inaccurate, untrue or incorrect in any material respect, then such Seller’s Warranty (or such Seller’s Warranties) shall be deemed modified to reflect the actual knowledge acquired by Purchaser. If and to the extent prior to the Closing Purchaser acquires (or, pursuant to Section 9.6 of this Agreement, Purchaser is deemed to acquire) actual knowledge that any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect (each, a “Subsequently Arising Exception Matter”), Purchaser may object to such Subsequently Arising Exception Matter (or Subsequently Arising Exception Matters) by providing written notice thereof to Seller. In such event Seller shall notify Purchaser within five (5) days following receipt of Purchaser’s notice of such objection that either (a) the Subsequently Arising Exception Matter(s) has been, or will be, not less than three (3) business days prior to Closing cured in a manner reasonably satisfactory to Purchaser (and in such event, if reasonably requested by Seller to allow Seller time to effect such cure, the Closing Date shall be deferred to a date mutually agreed-upon by the parties, but not more than thirty (30) days beyond the scheduled Closing Date set forth below), or (b) that Seller does not intend to arrange for the cure of such Subsequently Arising Exception Matter(s). If Seller does not notify Purchaser within the five (5) day period as aforesaid that Seller intends to arrange to cure the Subsequently Arising Exception Matter(s), or if Seller fails to cure the Subsequently Arising Exception Matter(s) not later than three (3) business days prior to Closing, as aforesaid, then Purchaser may, as its sole remedy, elect either (i) to terminate its obligations hereunder to purchaser the Property, in which event the Deposit together with all interest earned thereon shall be returned to Purchaser and thereafter this Agreement shall terminate and be of no further force or effect, with neither party having any further obligations hereunder excepting those obligations which expressly survive the termination of this Agreement; or (ii) to waive such Subsequently Arising Exception Matter(s) and to proceed with the Closing with no adjustment to the Purchase Price, in which event the Seller’s Wa...
Seller’s Representations and Warranties Deemed Modified. (a) To the extent that at or prior to Closing the Seller provides notice in writing to the Service Provider that any of the Seller’s representations and warranties are untrue or incorrect in any way (and the Service Provider completes the Transactions), such representations and warranties shall be deemed modified to reflect such notice. The Seller shall have no liability in connection with this Agreement or any document delivered pursuant to this Agreement by reason of any untrue or incorrect representation or warranty if and to the extent the Service Provider has received written notice from the Seller of same at or prior to Closing and the Service Provider elects, nevertheless, to consummate the Closing or is deemed to have waived its right to terminate this Agreement by reason of any untrue or incorrect representation or warranty. In the event the Service Provider receives notice in writing at or prior to the Closing that the Seller’s representations and warranties are untrue or incorrect in any material respect, the Service Provider shall only be permitted to terminate this Agreement in accordance with Section 15.2 within the earlier of (a) 7 days from the STRICTLY CONFIDENTIAL RFP No. 1617-009 Gaming Bundle 8 (Niagara) – TAPA – Execution Version date on which it received such notice, and (b) the Closing Date. If the Service Provider does not terminate this Agreement within the earlier of such 7 day period or the Closing Date, it shall be deemed to have waived such right. If the Service Provider does so elect to terminate this Agreement, then the Seller may accept such termination, or at OLG’s option and without any obligation to do so, indemnify and save the Service Provider harmless, in accordance with Article 14, from and against any Losses which the Service Provider actually suffers or incurs in respect of the untrue or incorrect representation and warranty, and in such case, the Service Provider shall proceed to complete the Transactions in accordance with the provisions of this Agreement, provided OLG will not have the option to provide such an indemnity and have the Service Provider proceed to complete the Transactions in the case of a material breach of the representation and warranty in Section 7.1(d)(ii).
