Known Inaccuracies Clause Samples

Known Inaccuracies. Prior to Closing, if Seller has committed a Seller Default, and Buyer acquires actual and not implied knowledge of such breach or default, then Buyer may, at its election, deliver notice thereof to Seller. Seller shall have until the Closing Date to cure any such breaches or defaults to Buyer's reasonable satisfaction and shall cure, prior to the Closing Date any Seller Default within Seller's control. In the event that Seller does not cure a Seller Default to Buyer's reasonable satisfaction, Buyer shall have all rights and remedies for a Seller Default and shall be entitled to delay Closing or extend the Closing Date until five (5) Business Days following Buyer's receipt of reasonable supporting documentation of the correction of the Seller Default. Following the Closing, neither party shall have any liability to the other party which arises out of a Seller Default, in the case of Seller, or a Buyer Default, in the case of Buyer, which Seller or Buyer, as applicable, had actual and not implied knowledge prior to the Closing Date. Following the Closing, neither party shall commence a legal action or proceeding against the other party relating to (a) the Property, or (b) a breach of a representation, warranty, covenant or condition made in this Agreement or in connection with the transaction contemplated herein; unless (i) the factual basis of the claim or cause of action asserted in the action or proceeding was first identified to such party with reasonable clarity after the Closing Date notice for which was then delivered to the other party not later than the expiration of the time period set forth in Section 10.12; and (ii) the action or proceeding is commenced and duly served on the other party within ninety (90) days after the expiration of the time period set forth in Section 10.12. BUYER IS FAMILIAR WITH, AND HEREBY WAIVES ITS RIGHTS, IF ANY, AT LAW OR IN EQUITY TO COMMENCE A LEGAL ACTION OR PROCEEDING AGAINST SELLER RELATING TO THE PROPERTY OR A BREACH OF A REPRESENTATION, WARRANTY, COVENANT OR CONDITION MADE IN THIS AGREEMENT BY SELLER OR IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN, AT ANY TIME AFTER THE EXPIRATION OF THE TIME PERIOD SET FORTH IN SECTION 10.12. The covenants, conditions, representations and warranties in this Agreement or otherwise made in connection with this transaction (if any) are personal to Buyer and Seller and shall not run with the land, and no person or entity other than Buyer and Seller, respectively, shall be ...