Common use of Untrue Representation or Warranty Clause in Contracts

Untrue Representation or Warranty. If any representation or warranty made herein by Purchaser or Seller is untrue, inaccurate or incorrect at any time prior to Closing, the provisions of this SECTION 7.5 shall govern. If any party discovers prior to the Closing that any such representation or warranty is untrue, inaccurate or incorrect it shall notify the other party within three (3) Business Days of its discovery of same, failing which said discovering party shall have no right to make any claim in connection with said representation or warranty. If the party having made such representation or warranty is Seller, then the Purchaser, as its sole remedy for any such breach, shall elect either (a) to waive (but without releasing Seller from its covenants made in SECTIONS 7.6 and 7.7 hereof) said breach of this Agreement and consummate the sale and purchase of the Property, without any reduction of or credit against the Purchase Price, or (b) to require Seller to either (1) cure said breach to Purchaser's reasonable satisfaction prior to the Closing; or (2) provide Purchaser with a credit sufficient in Purchaser's reasonable discretion to compensate Purchaser for said breach, which credit amount shall be set forth in the notice. If Purchaser does not waive such breach pursuant to clause (a) above or if Seller fails to comply with the provisions of clause (b) above, Purchaser may terminate this Agreement by written notice given to Seller on the Closing Date, in which event this Agreement will be terminated, Purchaser shall be entitled to the immediate return of the Deposit and Seller shall so instruct the Title Company in writing and thereafter neither party will have any further rights or obligations hereunder except as provided in any Section hereof that by its terms expressly provides that it survives any termination of this Agreement. If however the breaching party is the Purchaser and the Purchaser is unwilling or unable to so cure any such breach, then the Seller, as its sole remedy in respect of any such breach of Purchaser, shall elect either to (c) waive (but without releasing Purchaser from its covenants made in SECTION 7.6 hereof) such breach of Purchaser and consummate the sale and purchase of the Property, or (d) terminate this Agreement by written notice given to Purchaser at the Closing Date in which event this Agreement shall be terminated, Seller shall be entitled to the Deposit as liquidated damages in accordance with SECTION 11.1 and Purchaser shall so instruct the Title Company in writing and thereafter neither party shall have any further rights or obligations hereunder except as provided in any Section hereof that by its terms expressly provides that it survives any termination of this Agreement.

Untrue Representation or Warranty. If If, prior to Closing, Purchaser obtains knowledge that any representation or warranty made herein by of Seller in this Agreement is incorrect in any material respect, Purchaser or shall promptly notify Seller is untrueof such incorrectness. Upon receiving such notification, inaccurate or incorrect at any time prior Seller shall have the right take such action as shall be necessary in order to Closing, render correct the provisions of this SECTION 7.5 shall govern. If any party discovers prior to the Closing that any such representation or warranty is untrue, inaccurate or incorrect it shall notify the other party within three (3) Business Days of its discovery of same, failing which said discovering party shall have no right to make any claim in connection with said representation or warrantywas incorrect. If the party having made Seller fails to notify Purchaser within ten (10) days after receiving Purchaser’s notice that Seller intends to take such action, then Purchaser’s sole remedy, assuming that Purchaser was correct in stating that Seller’s representation or warranty is Seller, then the Purchaser, as its sole remedy for any such breachwas materially incorrect, shall elect either (a) be to waive (but without releasing Seller from its covenants made in SECTIONS 7.6 and 7.7 hereof) said breach of this Agreement and consummate the sale and purchase of the Property, without any reduction of or credit against the Purchase Price, or (b) to require Seller to either (1) cure said breach to Purchaser's reasonable satisfaction prior to the Closing; or (2) provide Purchaser with a credit sufficient in Purchaser's reasonable discretion to compensate Purchaser for said breach, which credit amount shall be set forth in the notice. If Purchaser does not waive such breach pursuant to clause (a) above or if Seller fails to comply with the provisions of clause (b) above, Purchaser may terminate this Agreement by written notice given to Seller on given within five (5) days after the Closing Dateexpiration of such ten (10) day period, in which event this Agreement will be terminated, case Purchaser shall be entitled to the immediate return of the Deposit and Seller shall so instruct the Title Company in writing and thereafter neither party will have any further rights or obligations hereunder except as provided in any Section hereof that by its terms expressly provides that it survives any termination of this Agreement. If however the breaching party is the Purchaser and the Purchaser is unwilling or unable to so cure any such breachExxxxxx Money, then the Seller, as its sole remedy in respect of any such breach of Purchaser, shall elect either to (c) waive (but without releasing Purchaser from its covenants made in SECTION 7.6 hereof) such breach of Purchaser and consummate the sale and purchase of the Property, or (d) terminate this Agreement by written notice given to Purchaser at the Closing Date in which event this Agreement shall be terminated, Seller shall be entitled to the Deposit as liquidated damages in accordance with SECTION 11.1 and Purchaser shall so instruct the Title Company in writing and thereafter neither where upon no party shall have any further rights or obligations hereunder except under this Agreement other than those that expressly survive Closing; otherwise, Purchaser shall be deemed to have waived any right to terminate this Agreement or to recover from Seller on account of such incorrectness. If Purchaser obtains knowledge prior to the Closing that any representation or warranty of Seller herein is incorrect in any material respect but does not notify Seller as provided in above, Purchaser will be deemed to have forever waived any Section hereof that by its terms expressly provides that it survives any termination right to recover from Seller on account of this Agreementsuch incorrectness.

Untrue Representation or Warranty. If If, prior to Closing, Seller or Purchaser obtains actual knowledge that any representation or warranty made herein by Purchaser of Seller in this Agreement is incorrect in any material respect (and, for purposes hereof, “material” shall mean having a cost, loss or damage equal to or in excess of Fifty Thousand and No/100 Dollars ($50,000.00)), then such party shall promptly notify the other of such incorrectness. Seller is untrue, inaccurate or incorrect at any time prior shall thereupon have the right take such action as shall be necessary in order to Closing, render correct the provisions of this SECTION 7.5 shall govern. If any party discovers prior to the Closing that any such representation or warranty is untrue, inaccurate or incorrect it shall notify the other party within three (3) Business Days of its discovery of same, failing which said discovering party shall have no right to make any claim in connection with said representation or warrantywas incorrect. If the party having made Seller fails to notify Purchaser within ten (10) days after receiving Purchaser’s notice that Seller intends to take such action, then Purchaser’s sole remedy, assuming that Purchaser was correct in stating that Seller’s representation or warranty was materially incorrect and provided that such representation (i) was not intentionally false or misleading when made and (ii) is not incorrect as a result of the breach of Seller, then the Purchaser, as its sole remedy for any such breach’s covenants or obligations hereunder, shall elect either (a) be to waive (but without releasing Seller from its covenants made in SECTIONS 7.6 and 7.7 hereof) said breach of this Agreement and consummate the sale and purchase of the Property, without any reduction of or credit against the Purchase Price, or (b) to require Seller to either (1) cure said breach to Purchaser's reasonable satisfaction prior to the Closing; or (2) provide Purchaser with a credit sufficient in Purchaser's reasonable discretion to compensate Purchaser for said breach, which credit amount shall be set forth in the notice. If Purchaser does not waive such breach pursuant to clause (a) above or if Seller fails to comply with the provisions of clause (b) above, Purchaser may terminate this Agreement by written notice given to Seller on given within five (5) days after the Closing Dateexpiration of such ten (10) day period, in which event this Agreement will be terminated, case Purchaser shall be entitled to the immediate return of the Deposit and Seller shall so instruct the Title Company in writing and thereafter neither party will have any further rights or obligations hereunder except as provided in any Section hereof that by its terms expressly provides that it survives any termination of this Agreement. If however the breaching party is the Purchaser and the Purchaser is unwilling or unable to so cure any such breachXxxxxxx Money, then the Seller, as its sole remedy in respect of any such breach of Purchaser, shall elect either to (c) waive (but without releasing Purchaser from its covenants made in SECTION 7.6 hereof) such breach of Purchaser and consummate the sale and purchase of the Property, or (d) terminate this Agreement by written notice given to Purchaser at the Closing Date in which event this Agreement shall be terminated, Seller shall be entitled to the Deposit as liquidated damages in accordance with SECTION 11.1 and Purchaser shall so instruct the Title Company in writing and thereafter neither where upon no party shall have any further rights or obligations hereunder except under this Agreement other than those that expressly survive Closing; otherwise, Purchaser shall be deemed to have waived any right to terminate this Agreement or to recover from Seller on account of such incorrectness. If Purchaser obtains knowledge prior to the Closing that any representation or warranty of Seller herein is incorrect in any material respect but does not notify Seller as provided above, Purchaser will be deemed to have forever waived any right to recover from Seller on account of such incorrectness. For the avoidance of doubt, in the event any representation of Seller was intentionally false or misleading when made or thereafter becomes incorrect as a result of a breach of Seller’s covenants or obligations hereunder, then Purchaser shall have the remedies provided in Section hereof that by its terms expressly provides that it survives any termination of this Agreement11(b).

Untrue Representation or Warranty. If Purchaser obtains knowledge that any representation or warranty made herein by of Seller in this Agreement is incorrect in any material respect, Purchaser or shall promptly notify Seller is untrueof such incorrectness. Upon receiving such notification, inaccurate or incorrect at any time prior Seller shall have the right take such action as shall be necessary in order to Closing, render correct the provisions of this SECTION 7.5 shall govern. If any party discovers prior to the Closing that any such representation or warranty is untrue, inaccurate or incorrect it shall notify the other party within three (3) Business Days of its discovery of same, failing which said discovering party shall have no right to make any claim in connection with said representation or warrantywas incorrect. If the party having made Seller fails to notify Purchaser within ten (10) days after receiving Purchaser’s notice that Seller intends to take such action, then Purchaser’s sole remedy, assuming that Purchaser was correct in stating that Seller’s representation or warranty is Seller, then the Purchaser, as its sole remedy for any such breachwas materially incorrect, shall elect either (a) be to waive (but without releasing Seller from its covenants made in SECTIONS 7.6 and 7.7 hereof) said breach of this Agreement and consummate the sale and purchase of the Property, without any reduction of or credit against the Purchase Price, or (b) to require Seller to either (1) cure said breach to Purchaser's reasonable satisfaction prior to the Closing; or (2) provide Purchaser with a credit sufficient in Purchaser's reasonable discretion to compensate Purchaser for said breach, which credit amount shall be set forth in the notice. If Purchaser does not waive such breach pursuant to clause (a) above or if Seller fails to comply with the provisions of clause (b) above, Purchaser may terminate this Agreement by written notice given to Seller on given within five (5) days after the Closing Dateexpiration of such ten (10) day period, in which event this Agreement will be terminated, case Purchaser shall be entitled to the immediate return of the Deposit and Seller shall so instruct the Title Company in writing and thereafter neither party will have any further rights or obligations hereunder except as provided in any Section hereof that by its terms expressly provides that it survives any termination of this Agreement. If however the breaching party is the Purchaser and the Purchaser is unwilling or unable to so cure any such breachXxxxxxx Money, then the Seller, as its sole remedy in respect of any such breach of Purchaser, shall elect either to (c) waive (but without releasing Purchaser from its covenants made in SECTION 7.6 hereof) such breach of Purchaser and consummate the sale and purchase of the Property, or (d) terminate this Agreement by written notice given to Purchaser at the Closing Date in which event this Agreement shall be terminated, Seller shall be entitled to the Deposit as liquidated damages in accordance with SECTION 11.1 and Purchaser shall so instruct the Title Company in writing and thereafter neither where upon no party shall have any further rights or obligations hereunder except under this Agreement other than those that expressly survive Closing; otherwise, Purchaser shall be deemed to have waived any right to terminate this Agreement or to recover from Seller on account of such incorrectness. If Purchaser obtains knowledge prior to the Closing that any representation or warranty of Seller herein is incorrect in any material respect but does not notify Seller as provided in above, Purchaser will be deemed to have forever waived any Section hereof that by its terms expressly provides that it survives any termination right to recover from Seller on account of this Agreementsuch incorrectness.

Untrue Representation or Warranty. If If, prior to Closing, Purchaser obtains knowledge that any representation or warranty made herein by of Seller in this Agreement is incorrect in any material respect, Purchaser shall promptly notify Seller of such incorrectness. Upon receiving such notification, Seller shall have the right take such action as shall be necessary in order to render correct the representation or warranty which was incorrect. If Seller is untrue, inaccurate or incorrect at any time fails to notify Purchaser within ten (10) days after receiving Purchaser’s notice that Seller agrees to take such action prior to Closing, the provisions of this SECTION 7.5 shall govern. If any party discovers prior to the Closing then Purchaser’s sole remedy, assuming that any such Purchaser was correct in stating that Seller’s representation or warranty is untrue, inaccurate or incorrect it shall notify the other party within three (3) Business Days of its discovery of same, failing which said discovering party shall have no right to make any claim in connection with said representation or warranty. If the party having made such representation or warranty is Seller, then the Purchaser, as its sole remedy for any such breachwas materially incorrect, shall elect either (a) be to waive (but without releasing Seller from its covenants made in SECTIONS 7.6 and 7.7 hereof) said breach of this Agreement and consummate the sale and purchase of the Property, without any reduction of or credit against the Purchase Price, or (b) to require Seller to either (1) cure said breach to Purchaser's reasonable satisfaction prior to the Closing; or (2) provide Purchaser with a credit sufficient in Purchaser's reasonable discretion to compensate Purchaser for said breach, which credit amount shall be set forth in the notice. If Purchaser does not waive such breach pursuant to clause (a) above or if Seller fails to comply with the provisions of clause (b) above, Purchaser may terminate this Agreement by written notice given to Seller on given within five (5) Business Days after the Closing Dateexpiration of such ten (10) day period, in which event this Agreement will be terminated, case Purchaser shall be entitled to the immediate return of the Deposit and Seller shall so instruct the Title Company in writing and thereafter neither party will have any further rights or obligations hereunder except as provided in any Section hereof that by its terms expressly provides that it survives any termination of this Agreement. If however the breaching party is the Purchaser and the Purchaser is unwilling or unable to so cure any such breachXxxxxxx Money, then the Seller, as its sole remedy in respect of any such breach of Purchaser, shall elect either to (c) waive (but without releasing Purchaser from its covenants made in SECTION 7.6 hereof) such breach of Purchaser and consummate the sale and purchase of the Property, or (d) terminate this Agreement by written notice given to Purchaser at the Closing Date in which event this Agreement shall be terminated, Seller shall be entitled to the Deposit as liquidated damages in accordance with SECTION 11.1 and Purchaser shall so instruct the Title Company in writing and thereafter neither where upon no party shall have any further rights or obligations hereunder except as under this Agreement other than those that expressly survive Closing; provided that, if such breach of representation or warranty is also a default by Seller under this Agreement because such representation or warranty was untrue when made or became untrue after it was made by virtue of any circumstances within the reasonable control of Seller, then Purchaser shall have the remedies set forth in any Section hereof that by its terms expressly provides that it survives any termination 11(b) of this Agreement. If Purchaser does not elect a remedy within such five (5) Business Day period, Purchaser shall be deemed to have waived any right to terminate this Agreement or to recover from Seller on account of such incorrectness actually known to Purchaser. If Purchaser obtains actual knowledge prior to the Closing that any representation or warranty of Seller herein is incorrect in any material respect but does not notify Seller as provided above, Purchaser will be deemed to have forever waived any right to recover from Seller on account of such incorrectness actually known to Purchaser. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Seller’s breach of representation or warranty shall not constitute a default by Seller under this Agreement if such representation or warranty was true when made and thereafter became untrue by virtue of any circumstance beyond Seller’s reasonable control.

Untrue Representation or Warranty. If If, prior to Closing, Seller obtains knowledge that any representation or warranty made herein by of Purchaser in this Agreement is incorrect in any material respect, Seller shall promptly notify Purchaser of such incorrectness. Upon receiving such notification, Purchaser shall have the right take such action as shall be necessary in order to render correct the representation or warranty which was incorrect. If Purchaser fails to notify Seller is untrue, inaccurate or incorrect at any time within ten (10) days after receiving Seller’s notice that Purchaser agrees to take such action prior to Closing, the provisions of this SECTION 7.5 shall govern. If any party discovers prior to the Closing then Seller’s sole remedy, assuming that any such Seller was correct in stating that Purchaser’s representation or warranty is untrue, inaccurate or incorrect it shall notify the other party within three (3) Business Days of its discovery of same, failing which said discovering party shall have no right to make any claim in connection with said representation or warranty. If the party having made such representation or warranty is Seller, then the Purchaser, as its sole remedy for any such breachwas materially incorrect, shall elect either (a) be to waive (but without releasing Seller from its covenants made in SECTIONS 7.6 and 7.7 hereof) said breach of this Agreement and consummate the sale and purchase of the Property, without any reduction of or credit against the Purchase Price, or (b) to require Seller to either (1) cure said breach to Purchaser's reasonable satisfaction prior to the Closing; or (2) provide Purchaser with a credit sufficient in Purchaser's reasonable discretion to compensate Purchaser for said breach, which credit amount shall be set forth in the notice. If Purchaser does not waive such breach pursuant to clause (a) above or if Seller fails to comply with the provisions of clause (b) above, Purchaser may terminate this Agreement by written notice to Purchaser given to Seller on within five (5) Business Days after the Closing Dateexpiration of such ten (10) day period, in which event this Agreement will be terminated, case Purchaser shall be entitled to the immediate return of the Deposit and Seller shall so instruct the Title Company in writing and thereafter neither party will have any further rights or obligations hereunder except as provided in any Section hereof that by its terms expressly provides that it survives any termination of this Agreement. If however the breaching party is the Purchaser and the Purchaser is unwilling or unable to so cure any such breachXxxxxxx Money, then the Seller, as its sole remedy in respect of any such breach of Purchaser, shall elect either to (c) waive (but without releasing Purchaser from its covenants made in SECTION 7.6 hereof) such breach of Purchaser and consummate the sale and purchase of the Property, or (d) terminate this Agreement by written notice given to Purchaser at the Closing Date in which event this Agreement shall be terminated, Seller shall be entitled to the Deposit as liquidated damages in accordance with SECTION 11.1 and Purchaser shall so instruct the Title Company in writing and thereafter neither where upon no party shall have any further rights or obligations hereunder except as under this Agreement other than those that expressly survive Closing; provided that, if such breach of representation or warranty is also a default by Purchaser under this Agreement because such representation or warranty was untrue when made or became untrue after it was made by virtue of any circumstances within the reasonable control of Purchaser, then Seller shall have the remedies set forth in any Section hereof that by its terms expressly provides that it survives any termination 11(a) of this Agreement. If Seller does not elect a remedy within such five (5) Business Day period, Seller shall be deemed to have waived any right to terminate this Agreement or to recover from Purchaser on account of such incorrectness actually known to Seller.