Common use of Untrue Representation or Warranty Clause in Contracts

Untrue Representation or Warranty. If, prior to Closing, Seller obtains knowledge that any representation or warranty 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 within ten (10) days after receiving Seller’s notice that Purchaser agrees to take such action prior to Closing, then Seller’s sole remedy, assuming that Seller was correct in stating that Purchaser’s representation or warranty was materially incorrect, shall be to terminate this Agreement by notice to Purchaser given within five (5) Business Days after the expiration of such ten (10) day period, in which case Purchaser shall be entitled to the return of the Xxxxxxx Money, where upon no party shall have any further rights or obligations 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 Section 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.

Untrue Representation or Warranty. If, prior to Closing, Seller Purchaser obtains knowledge that any representation or warranty of Purchaser Seller in this Agreement is incorrect in any material respect, Seller Purchaser shall promptly notify Purchaser Seller of such incorrectness. Upon receiving such notification, Purchaser 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 Purchaser Seller fails to notify Seller Purchaser within ten (10) days after receiving SellerPurchaser’s notice that Purchaser agrees Seller intends to take such action prior to Closingaction, then SellerPurchaser’s sole remedy, assuming that Seller Purchaser was correct in stating that PurchaserSeller’s representation or warranty was materially incorrect, shall be to terminate this Agreement by notice to Purchaser Seller given within five (5) Business Days days after the expiration of such ten (10) day period, in which case Purchaser shall be entitled to the return of the Xxxxxxx Exxxxxx Money, where upon no party shall have any further rights or obligations under this Agreement other than those that expressly survive Closing; provided thatotherwise, 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 Section 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 Seller on account of such incorrectness actually known incorrectness. If Purchaser obtains knowledge prior to Sellerthe 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.

Untrue Representation or Warranty. IfIf any representation or warranty made herein by Purchaser or Seller is untrue, inaccurate or incorrect at any time prior to Closing, Seller obtains knowledge 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 Purchaser in this Agreement is incorrect in any material respectits discovery of same, Seller shall promptly notify Purchaser of such incorrectness. Upon receiving such notification, Purchaser failing which said discovering party shall have no right to make any claim in connection with said representation or warranty. If the right take party having made such action as shall be necessary in order to render correct the 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 was incorrectcredit 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 notify Seller within ten comply with the provisions of clause (10b) days after receiving Seller’s notice that above, Purchaser agrees to take such action prior to Closing, then Seller’s sole remedy, assuming that Seller was correct in stating that Purchaser’s representation or warranty was materially incorrect, shall be to may terminate this Agreement by written notice given to Purchaser given within five (5) Business Days after Seller on the expiration of such ten (10) day periodClosing Date, in which case event this Agreement will be terminated, Purchaser shall be entitled to the immediate return of the Xxxxxxx MoneyDeposit 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, where upon no 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 under this Agreement other than those hereunder except as provided in any Section hereof that by its terms 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 provides that it was made by virtue of survives any circumstances within the reasonable control of Purchaser, then Seller shall have the remedies set forth in Section 11(a) termination 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.

Untrue Representation or Warranty. If, prior to Closing, Seller or Purchaser obtains actual knowledge that any representation or warranty of Purchaser Seller in this Agreement is incorrect in any material respectrespect (and, Seller 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 Purchaser the other of such incorrectness. Upon receiving such notification, Purchaser Seller shall thereupon have the right take such action as shall be necessary in order to render correct the representation or warranty which was incorrect. If Purchaser Seller fails to notify Seller Purchaser within ten (10) days after receiving SellerPurchaser’s notice that Purchaser agrees Seller intends to take such action prior to Closingaction, then SellerPurchaser’s sole remedy, assuming that Seller Purchaser was correct in stating that PurchaserSeller’s representation or warranty was materially incorrectincorrect 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’s covenants or obligations hereunder, shall be to terminate this Agreement by notice to Purchaser Seller given within five (5) Business Days days after the expiration of such ten (10) day period, in which case Purchaser shall be entitled to the return of the Xxxxxxx Money, where upon no party shall have any further rights or obligations under this Agreement other than those that expressly survive Closing; provided thatotherwise, 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 Section 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 Seller on account of such incorrectness actually known 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 11(b).

Untrue Representation or Warranty. If, prior to Closing, Seller If Purchaser obtains knowledge that any representation or warranty of Purchaser Seller in this Agreement is incorrect in any material respect, Seller Purchaser shall promptly notify Purchaser Seller of such incorrectness. Upon receiving such notification, Purchaser 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 Purchaser Seller fails to notify Seller Purchaser within ten (10) days after receiving SellerPurchaser’s notice that Purchaser agrees Seller intends to take such action prior to Closingaction, then SellerPurchaser’s sole remedy, assuming that Seller Purchaser was correct in stating that PurchaserSeller’s representation or warranty was materially incorrect, shall be to terminate this Agreement by notice to Purchaser Seller given within five (5) Business Days days after the expiration of such ten (10) day period, in which case Purchaser shall be entitled to the return of the Xxxxxxx Money, where upon no party shall have any further rights or obligations under this Agreement other than those that expressly survive Closing; provided thatotherwise, 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 Section 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 Seller on account of such incorrectness actually known incorrectness. If Purchaser obtains knowledge prior to Sellerthe 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.

Untrue Representation or Warranty. If, prior to Closing, Seller Purchaser obtains knowledge that any representation or warranty of Purchaser Seller in this Agreement is incorrect in any material respect, Seller Purchaser shall promptly notify Purchaser Seller of such incorrectness. Upon receiving such notification, Purchaser 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 Purchaser Seller fails to notify Seller Purchaser within ten (10) days after receiving SellerPurchaser’s notice that Purchaser Seller agrees to take such action prior to Closing, then SellerPurchaser’s sole remedy, assuming that Seller Purchaser was correct in stating that PurchaserSeller’s representation or warranty was materially incorrect, shall be to terminate this Agreement by notice to Purchaser Seller given within five (5) Business Days after the expiration of such ten (10) day period, in which case Purchaser shall be entitled to the return of the Xxxxxxx Money, where upon no party shall have any further rights or obligations 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 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 PurchaserSeller, then Seller Purchaser shall have the remedies set forth in Section 11(a11(b) of this Agreement. If Seller Purchaser does not elect a remedy within such five (5) Business Day period, Seller Purchaser shall be deemed to have waived any right to terminate this Agreement or to recover from Purchaser 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.