Common use of Inaccurate Representation or Warranty Clause in Contracts

Inaccurate Representation or Warranty. In the event any Seller or Buyer obtains knowledge that any of the Sellers’ representations and warranties contained in this Agreement or in any Other PSA become inaccurate between the date of this Agreement and the Closing Date), Sellers shall immediately notify Buyer in writing of such change or Buyer shall immediately notify Seller, as applicable (a “Notice of Inaccuracy”); provided, however, that in no event shall Buyer’s failure to provide a Notice of Inaccuracy relieve Seller of its obligations under this Agreement with respect to the applicable representation and warranty or limit Buyer’s remedies under this Agreement with respect to such inaccurate representation or warranty. Unless waived by Buyer (at any time before or after receipt of the Notice of Inaccuracy by Seller and in which case the provisions of clause (b) below shall apply prior to the original Closing Date), Sellers shall have the right, in connection with such Notice of Inaccuracy, to adjourn the Closing Date for a period not to exceed fifteen (15) days, provided Sellers shall notify Buyer in writing within five (5) Business Days of the date of such Notice of Inaccuracy of such election to adjourn. If Seller does not cure the change reflected in the Notice of Inaccuracy prior to the Closing Date (as same may be extended pursuant to the terms of this Section 3.6), Buyer shall have the right (a) to terminate this Agreement if such breach or inaccuracy is material to the Sellers or Other PSA Sellers or Properties or Other PSA Properties as a whole (pursuant to and in accordance with Section 13.2(a) hereof), in which event neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement (including, without limitation, Section 13.2(c)), or remove the relevant Asset from the portfolio (pursuant to, and in accordance with, the provisions of Sections 13.3 hereof) or (b) proceed with the Closing, in which case the representation or warranty that is the subject of a Notice of Inaccuracy shall be updated and amended to reflect such change and Seller shall have no obligation with respect to such inaccuracy.

Inaccurate Representation or Warranty. In the event any Seller or Buyer obtains knowledge that any of the Sellers’ representations and warranties contained in this Agreement or in any Other PSA become inaccurate between the date of this Agreement and the Closing Date), Sellers shall immediately notify Buyer in writing of such change or Buyer shall immediately notify Seller, as applicable (a “Notice of Inaccuracy”); provided, however, that in no event shall Buyer’s failure to provide a Notice of Inaccuracy relieve Seller of its obligations under this Agreement with respect to the applicable representation and warranty or limit Buyer’s remedies under this Agreement with respect to such inaccurate representation or warranty. Unless waived by Buyer (at any time before or after receipt of the Notice of Inaccuracy by Seller and in which case the provisions of clause (b) below shall apply prior to the original Closing Date), Sellers shall have the right, in connection with such Notice of Inaccuracy, to adjourn the Closing Date for a period not to exceed fifteen (15) days, provided Sellers shall notify Buyer in writing within five (5) Business Days of the date of such Notice of Inaccuracy of such election to adjourn. If Seller does not cure the change reflected in the Notice of Inaccuracy prior to the Closing Date (as same may be extended pursuant to the terms of this Section 3.6), Buyer shall have the right (a) to terminate this Agreement if such breach or inaccuracy in accuracy is material to the Sellers or Other PSA Sellers or Properties or Other PSA Properties as a whole (pursuant to and in accordance with Section 13.2(a) hereof), in which event neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement (including, without limitation, Section 13.2(c)), ) or remove the relevant Asset from the portfolio (pursuant to, and in accordance with, the provisions of Sections 13.3 hereofSection 13.3hereof) or (b) proceed with the Closing, in which case the representation or warranty that is the subject of to a Notice of Inaccuracy shall be updated and amended to reflect such change and Seller shall have no obligation with respect to such inaccuracy.

Inaccurate Representation or Warranty. In the event any Seller or Buyer obtains knowledge that any of the Sellers’ representations and warranties contained in this Agreement or in any Other PSA become inaccurate between the date of this Agreement and the Closing Date), Sellers shall immediately notify Buyer in writing of such change or Buyer shall immediately notify Seller, as applicable (a “Notice of Inaccuracy”); provided, however, that in no event shall Buyer’s failure to provide a Notice of Inaccuracy relieve Seller of its obligations under this Agreement with respect to the applicable representation and warranty or limit Buyer’s remedies under this Agreement with respect to such inaccurate representation or warranty. Unless waived by Buyer (at any time before or after receipt of the Notice of Inaccuracy by Seller and in which case the provisions of clause (b) below shall apply prior to the original Closing Date), Sellers shall have the right, in connection with such Notice of Inaccuracy, to adjourn the Closing Date for a period not to exceed fifteen (15) days, provided Sellers shall notify Buyer in writing within five (5) Business Days of the date of such Notice of Inaccuracy of such election to adjourn. If Seller does not cure the change reflected in the Notice of Inaccuracy prior to the Closing Date (as same may be extended pursuant to the terms of this Section 3.6), Buyer shall have the right (a) to terminate this Agreement if such breach or inaccuracy is material to the Sellers or Other PSA Sellers or Properties or Other PSA Properties as a whole (pursuant to and in accordance with Section 13.2(a) hereof), in which event neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement (including, without limitation, Section 13.2(c)), or remove the relevant Asset from the portfolio (pursuant to, and in accordance with, the provisions of Sections 13.3 13.3, 13.4 or 13.5 hereof) or (b) proceed with the Closing, in which case the representation or warranty that is the subject of a Notice of Inaccuracy shall be updated and amended to reflect such change and Seller shall have no obligation with respect to such inaccuracy.