Common use of Changes to Representations and Warranties Clause in Contracts

Changes to Representations and Warranties. If prior to the closing, Seller obtains actual knowledge that any representation or warranty of Seller becomes inaccurate or incomplete in any material respect, Seller shall promptly give Purchaser notice thereof, describing such inaccuracy and the circumstances causing such inaccuracy. If Seller does not cure such inaccuracy within ten (10) calendar days after receipt of such notice, Purchaser shall have the right, at its option, to terminate this Agreement within twenty (20) days after the giving of such notice. Upon such termination, the Deposit shall be refunded to Purchaser, whereupon neither Seller nor Purchaser shall have any further rights against the other hereunder. If Purchaser fails to give notice of a termination within such period, unless the inaccuracy was caused by the willful action of Seller or was inaccurate as of the date hereof, Purchaser shall conclusively be deemed to have waived its right to terminate this Agreement as a result thereof. If such inaccuracy was caused by the willful action of Seller or such representation or warranty was inaccurate as of the date hereof, Purchaser shall not be deemed to waive its termination right or any other rights under this Agreement. If, however, Purchaser proceeds to close with knowledge of such inaccuracy, then Purchaser shall be deemed to have waived same and shall have no claim on account thereof against Seller.

Changes to Representations and Warranties. If prior to the closing, Seller obtains Sellers obtain actual knowledge that any representation or warranty of Seller Sellers becomes inaccurate or incomplete in any material respect, Seller Sellers shall promptly give Purchaser notice thereof, describing such inaccuracy and the circumstances causing such inaccuracy. If Seller does Sellers do not cure such inaccuracy within ten (10) calendar days after receipt of such noticedays, Purchaser shall have the right, at its option, to terminate this Agreement with respect to the affected Property or, subject to the Termination Limitation, terminate this Agreement with respect to all Properties, within twenty ten (2010) days after the giving receipt of such notice. Upon If the termination is only with respect to the affected Property, the Purchase Price shall be reduced by an amount equal to the Allocable Purchase Price for such terminationProperty. If such termination is with respect to all Properties, the Deposit shall be refunded to Purchaser, whereupon neither Seller Sellers nor Purchaser shall have any further rights against the other hereunder. If Purchaser fails to give notice of a termination within such period, unless the inaccuracy was caused by the willful action of Seller Sellers or was inaccurate as of the date hereof, Purchaser shall conclusively be deemed to have waived its right to terminate this Agreement as a result thereof. If such inaccuracy was caused by the willful action of Seller Sellers or such representation or warranty was inaccurate as of the date hereof, Purchaser shall not be deemed to waive its termination right or any other rights under this Agreement. If, however, Purchaser proceeds to close with knowledge of such inaccuracy, then Purchaser shall be deemed to have waived same and shall have no claim on account thereof against SellerSellers.