Accuracy of Seller’s Representations and Warranties. Except as otherwise permitted by this Agreement, all representations and warranties of Seller included in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on and as of the Closing Date as though made at that time.
Accuracy of Seller’s Representations and Warranties. All representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on the applicable Closing Date as if made on and as of such Closing Date.
Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Seller’s representations and warranties set forth in Section 9.1 below shall be materially true and correct as of the then scheduled Closing Date (or shall be materially true and correct subject to any change thereto resulting from any actions taken by Seller permitted under Section 9.3 or otherwise under this Agreement). If the foregoing condition is not satisfied and (a) such failure would result in a material adverse effect on the Property or Purchaser (it being acknowledged and agreed by the parties that (x) with respect to Seller’s representations and warranties set forth in Section 9.1 below, other than subsections 9.1.1, 9.1.2, 9.1.5, 9.1.6, 9.1.7 and 9.1.8 (collectively, the “Seller’s Fundamental Representations”), only a failure of the foregoing condition that relates to any matter that gives rise to, or could reasonably be expected to give rise to, any loss, damage, liability, cost or expense (including the diminution in value of the Property) (a “Loss”) in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), and (y) with respect to Seller’s Fundamental Representations, any material inaccuracy regardless of the amount of the Loss suffered (or reasonably expected to suffer) by Purchaser or the Property, shall, in either instance, be deemed to have a material adverse effect on the Property and Purchaser) and (b) Seller has not cured such failure as of the Outside Closing Date (which cure may include causing the applicable representation(s) and warranty(ies) to become true and correct or crediting Purchaser at Closing for the amount of the Loss), then Purchaser, as Purchaser’s sole remedy, shall have the right to terminate this Agreement and receive the return of the Exxxxxx Money by delivering written notice thereof to Seller on or before the earlier of (i) the Closing Date or (ii) the fifth (5th) Business Day after Purchaser obtains knowledge or receives written notice of such failure, and upon timely delivery of such written notice to Seller, this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.4, then such representations and warranties shall be deemed modified to take into accou...
Accuracy of Seller’s Representations and Warranties. Subject to Section 7(b), all of Seller’s representations and warranties contained in or made pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date.
Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement other than the Fundamental Representations of Seller, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect (other than with respect to Section 3.6(b) and Section 3.8(iv)), shall be true and correct, in each case on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the Company Entities, taken as a whole; provided, that the representations and warranties set forth in Section 3.6(b) and Section 3.8(iv) shall be true and correct in all respects.
Accuracy of Seller’s Representations and Warranties. As a condition to Purchaser's obligation to close hereunder, each of Seller's representations and warranties set forth in Section 9 below shall be true and correct as of the date hereof and as of Closing, as modified by any "Pre-Closing Disclosures" (as defined in Section 9(B) below). Notwithstanding the foregoing, if Seller makes any Pre-Closing Disclosure to Purchaser, Purchaser shall have the right to terminate this Agreement and receive the return of the Exxxxxx Money by delivering written notice thereof to Seller on or before the earlier of (i) the Closing, or (ii) the fifth (5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8(C), then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.
Accuracy of Seller’s Representations and Warranties. Each of Seller’s representations and warranties set forth in Section 10.1 of this Agreement shall be materially true and correct as of the Closing, as modified by any “Pre-Closing Disclosures”, as Section 10.2 of this Agreement defines that term. Notwithstanding the foregoing, if Seller makes a material Pre-Closing Disclosure to Purchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 10.3 or otherwise under this Agreement), Purchaser shall have the right to terminate this Agreement by delivering written notice to Seller on or before the earlier of the Closing, or the 5th Business Day after Purchaser receives written notice of such Pre- Closing Disclosure, in which event this Agreement shall terminate and be of no further force or effect except for any rights or obligations that expressly survive a termination of this Agreement and Escrow Agent shall return the Xxxxxxx Money to Purchaser. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 9.2, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.
Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, Seller shall have fully performed its material obligations under this Agreement and each of Seller's representations and warranties set forth in Section 9 below shall be true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as defined in Section 9(B) below). Notwithstanding the foregoing, if Seller makes any Pre-Closing Disclosure to Purchaser, Purchaser shall have the right to terminate this Agreement and receive the return of the Xxxxxxx Money by delivering written notice thereof to Seller on or before the earlier of the Closing, or the fifth business day after Purchaser receives written notice of such Pre-Closing Disclosure. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8(C), then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.
Accuracy of Seller’s Representations and Warranties. All representations and warranties by Seller in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.
Accuracy of Seller’s Representations and Warranties. The representations and warranties of SELLER contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date as though made on such Closing Date, except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date.
