UNTRUTH OR INVALIDITY OF CERTAIN REPRESENTATIONS AND WARRANTIES. There shall have occurred no events or circumstances following the Escrow Opening Date that would both (i) render invalid any of the representations and warranties of Seller set forth in Paragraphs 12.2.5 through 12.2.12 below, and also (ii) materially and adversely affect Buyer's Project. This condition shall be conclusively deemed to have been satisfied unless Buyer delivers to Escrow Holder, on or before 3:30 p.m. on the last Business Day before the Closing Date, written notice accompanied by a statement setting forth in detail of the specific representation and warranty which is invalid, and the facts or circumstances which have rendered it invalid, and the nature of the material and adverse effect of those facts or circumstances on Buyer's Project.
