Common use of Representation Condition Clause in Contracts

Representation Condition. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that all of the Seller Representations that were true and correct, in all material respects, as of the Approval Date remain true and correct in all material respects as of the Closing Date (the “Representation Condition”). Seller Representations shall be deemed true and correct as of the Closing Date unless Seller provides Purchaser with written notice of facts or circumstances arising after the Contract Date that result in the Seller Representations not being true and correct (“Change Notice”). Seller shall have the option, but not the obligation, to take steps to cure or cancel the situation so that the affected representation will be true and correct as of the Closing Date, and, if Seller exercises such option, Seller shall identify the corrective action in the Change Notice. If Seller elects to undertake the corrective action such that the affected representations will be true and correct as of the Closing Date, the parties shall proceed with performance under this Agreement and the Closing, provided Seller completes such corrective action. If any Seller Representation is untrue or inaccurate in any material respect and Purchaser becomes aware of such untruth or inaccuracy prior to Closing and Seller does not elect to undertake corrective action such that the affected representation will be true and correct as of the Closing Date or fails to complete such corrective action on or before the Closing Date, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, either to (i) terminate this Agreement by delivery of written notice to Seller on or prior to Closing (or the Approval Date to the extent Purchaser becomes aware of such untruth or inaccuracy on or prior to the Approval Date), whereupon the Deposit shall be promptly returned to Purchaser and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (ii) proceed to Closing and accept the untruth or inaccuracy of such Seller Representation with no further right to terminate the Agreement (or pursue any other right or remedy) on the basis of the untruth or inaccuracy thereof. Notwithstanding the immediately preceding sentence, if Seller willfully misrepresents any of the Seller Representations or willfully causes any of the Seller Representations to be untrue in any material manner, Purchaser shall have the rights and remedies provided for in Section 17.1 below.

Representation Condition. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that all of the Seller Representations that were true and correct, in all material respects, as of the Approval Date remain true and correct in all material respects as of the Closing Date (the “Representation Condition”). For purposes of determining those Seller Representations that remain true and correct, in all material respects, as of the Approval Date, Seller shall be deemed deliver to Purchaser, prior to the Approval Date, a certificate (the “Approval Date Certificate”) certifying that all of the Seller Representations made as of the Contract Date remain true and correct as of the Closing Approval Date, in all material respects, except for changes and qualifications specified by Seller in such Approval Date unless Certificate such that the Approval Date Certificate is not untrue in any material respect. If Seller provides Purchaser with written notice fails to provide an Approval Date Certificate, Seller shall be deemed to have certified (subject to the limitations hereinafter set forth) that all of facts or circumstances arising after the Contract Date that result in the Seller Representations not being hereunder remain true and correct (“Change Notice”). Seller shall have the optioncorrect, but not the obligationin all material respects, to take steps to cure or cancel the situation so that the affected representation will be true and correct as of the Closing Approval Date. The representations, andwarranties and certifications contained in such Approval Date Certificate, whether provided or deemed provided, shall be made by Seller to the standard of knowledge, if any, contained herein for the applicable representations, warranties or certifications and subject to all of the terms, conditions and limitations contained in Sections 8.2 and 8.3 of this Agreement. Notwithstanding anything contained herein to the contrary, if the Approval Date Certificate indicates that any Seller exercises such option, Seller shall identify the corrective action in the Change Notice. If Seller elects to undertake the corrective action such that the affected representations will be Representations are not true and correct correct, in all material respects, as of the Closing Date, the parties shall proceed with performance under this Agreement and the Closing, provided Seller completes such corrective action. If any Seller Representation is untrue Approval Date (or inaccurate in any material respect and Purchaser becomes aware of such untruth or inaccuracy prior to Closing and Seller does were not elect to undertake corrective action such that the affected representation will be true and correct correct, in all material respects, as of the Closing Date Contract Date), or fails if Purchaser otherwise determines or becomes aware, prior to complete such corrective action on or before the Closing Approval Date, that any Seller Representations are untrue or inaccurate, in all material respects, Purchaser may electmay, in its sole discretion and as its sole and exclusive remedy hereunder, at law or in equity, elect either to (iaa) terminate this Agreement by delivery of written notice to Seller not later than 5:00 p.m. Chicago time on or prior to Closing (or the Approval Date to the extent Purchaser becomes aware of such untruth or inaccuracy on or prior to the Approval Date), whereupon the Deposit shall be promptly returned to Purchaser and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (iibb) proceed to Closing and accept the untruth or inaccuracy of such the applicable Seller Representation Representations with no further right to terminate the Agreement (or pursue any other right or remedy) on the basis of the untruth or inaccuracy thereof. Notwithstanding the immediately preceding sentence, if Seller willfully misrepresents any of the Seller Representations or willfully causes any of the Seller Representations to be untrue in any material manner, Purchaser shall have the rights and remedies provided for in Section 17.1 below.

Representation Condition. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that (1) all of the Seller Representations that were true and correct, in all material respects, as of the Contract Date remain true and correct in all material respects as of the Approval Date; and (2) that all of the Seller Representations that were true and correct, in all material respects, as of the Approval Date remain true and correct in all material respects as of the Closing Date (the “Representation Condition”). For purposes of determining those Seller Representations that remain true and correct, in all material respects, as of the Approval Date, Seller shall be deemed deliver to Purchaser, on or prior to the Approval Date, a certificate certifying that all of the Seller Representations made as of the Contract Date remain true and correct as of the Closing Approval Date, in any and all material respects (the “Approval Date unless Certificate”), and specifying therein any information of which Seller provides Purchaser with written notice is aware that modifies or reasonably could change the accuracy of facts or circumstances arising after any Seller Representation prior to Closing. If Seller fails to provide an Approval Date Certificate, Seller shall be deemed to have certified (subject to the Contract Date limitations hereinafter set forth) that result in all of the Seller Representations not being hereunder remain true and correct correct, in all material respects, as of the Approval Date. The representations, warranties and certifications contained in such Approval Date Certificate, whether provided or deemed provided, shall be made by Seller to the standard of knowledge, if any, contained herein for the applicable representations, warranties or certifications and subject to all of the terms, conditions and limitations contained in Sections 8.2 and 8.3 of this Agreement. If the Approval Date Certificate indicates that any Seller Representations are not true and correct, in all material respects, as of the Approval Date (“Change Notice”). Seller shall have or were not true and correct, in all material respects, as of the optionContract Date, but or will likely not the obligation, to take steps to cure or cancel the situation so that the affected representation will be true and correct or accurate, in all material respects, as of the Closing Date), andor if Purchaser otherwise determines or becomes aware, if prior to the Approval Date, that any Seller exercises such optionRepresentations are untrue or inaccurate, in any material respect, Purchaser may, in its sole discretion and as its sole and exclusive remedy hereunder, at law or in equity, elect either to (a) terminate this Agreement by delivery of written notice to Seller not later than the Approval Date, whereupon the Deposit shall identify be promptly returned to Purchaser, and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to Closing and accept the corrective action in the Change Notice. If Seller elects to undertake the corrective action such that the affected representations will be true and correct as untruth or inaccuracy of the Closing Date, applicable Seller Representations with no further right to terminate the parties shall proceed with performance under this Agreement and (or pursue any other right or remedy) on the Closing, provided Seller completes such corrective actionbasis of the untruth or inaccuracy thereof. If any Seller Representation is untrue or inaccurate in any material respect and Purchaser becomes aware of such untruth or inaccuracy prior to Closing and Seller does not elect to undertake corrective action such that the affected representation will be true and correct as of the Closing Date or fails to complete such corrective action on or before the Closing DateClosing, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, either to (i) terminate this Agreement by delivery of written notice to Seller on or prior to Closing (or the Approval Date to the extent Purchaser becomes aware of such untruth or inaccuracy on or prior to the Approval Date), whereupon the Deposit shall be promptly returned to Purchaser and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (ii) proceed to Closing and accept the untruth or inaccuracy of such Seller Representation with no further right to terminate the Agreement (or pursue any other right or remedy) on the basis of the untruth or inaccuracy thereof. Notwithstanding anything to the immediately preceding sentencecontrary set forth in this Agreement, any misrepresentation or omission made by Seller with the intent and Purpose to mislead Purchaser, or any Seller fraud, shall not be subject to any monetary limitation or survival period of this Agreement and Purchaser retains all rights with respect thereto. Further, if Seller willfully misrepresents any of the Seller Representations or willfully causes any of the Seller Representations to be untrue in any material manner, Purchaser shall have exercise any right provided under this Agreement to terminate this Agreement as a result of or due to any or willful act or omission by Seller, then as an additional remedy, Seller shall reimburse all of Purchaser’s reasonably and documented out-of-pocket costs in an amount up to Seventy-Five Thousand and No/100 Dollars ($75,000.00), as a one-time lump sum payment of liquidated damages delivered concurrently with the rights and remedies provided for in Section 17.1 belowDeposit.

Representation Condition. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that (1) all of the Seller Representations that were true and correct, in all material respects, as of the Contract Date remain true and correct in all material respects as of the Approval Date; and (2) that all of the Seller Representations that were true and correct, in all material respects, as of the Approval Date remain true and correct in all material respects as of the Closing Date (the “Representation Condition”). For purposes of determining those Seller Representations that remain true and correct, in all material respects, as of the Approval Date, Seller shall be deemed deliver to Purchaser, on or prior to the Approval Date, a certificate certifying that all of the Seller Representations made as of the Contract Date remain true and correct as of the Closing Approval Date, in any and all material respects (the “Approval Date unless Certificate”), and specifying therein any information of which Seller provides Purchaser with written notice is aware that modifies or reasonably could change the accuracy of facts or circumstances arising after any Seller Representation prior to Closing. If Seller fails to provide an Approval Date Certificate, Seller shall be deemed to have certified (subject to the Contract Date limitations hereinafter set forth) that result in all of the Seller Representations not being hereunder remain true and correct correct, in all material respects, as of the Approval Date. The representations, warranties and certifications contained in such Approval Date Certificate, whether provided or deemed provided, shall be made by Seller to the standard of knowledge, if any, contained herein for the applicable representations, warranties or certifications and subject to all of the terms, conditions and limitations contained in Sections 8.2 and 8.3 of this Agreement. If the Approval Date Certificate indicates that any Seller Representations are not true and correct, in all material respects, as of the Approval Date (“Change Notice”). Seller shall have or were not true and correct, in all material respects, as of the optionContract Date, but or will likely not the obligation, to take steps to cure or cancel the situation so that the affected representation will be true and correct or accurate, in all material respects, as of the Closing Date), andor if Purchaser otherwise determines or becomes aware, if prior to the Approval Date, that any Seller exercises such optionRepresentations are untrue or inaccurate, in any material respect, Purchaser may, in its sole discretion and as its sole and exclusive remedy hereunder, at law or in equity, elect either to (a) terminate this Agreement by delivery of written notice to Seller not later than the Approval Date, whereupon the Deposit shall identify be promptly returned to Purchaser, and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to Closing and accept the corrective action in the Change Notice. If Seller elects to undertake the corrective action such that the affected representations will be true and correct as untruth or inaccuracy of the Closing Date, applicable Seller Representations with no further right to terminate the parties shall proceed with performance under this Agreement and (or pursue any other right or remedy) on the Closing, provided Seller completes such corrective actionbasis of the untruth or inaccuracy thereof. If any Seller Representation is untrue or inaccurate in any material respect and Purchaser becomes aware of such untruth or inaccuracy prior to Closing and Seller does not elect to undertake corrective action such that the affected representation will be true and correct as of the Closing Date or fails to complete such corrective action on or before the Closing DateClosing, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, either to (i) terminate this Agreement by delivery of written notice to Seller on or prior to Closing (or the Approval Date to the extent Purchaser becomes aware of such untruth or inaccuracy on or prior to the Approval Date), whereupon the Deposit shall be promptly returned to Purchaser and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (ii) proceed to Closing and accept the untruth or inaccuracy of such Seller Representation with no further right to terminate the Agreement (or pursue any other right or remedy) on the basis of the untruth or inaccuracy thereof. Notwithstanding anything to the immediately preceding sentencecontrary set forth in this Agreement, any misrepresentation or omission made by Seller with the intent and Purpose to mislead Purchaser, or any Seller fraud, shall not be subject to any monetary limitation or survival period of this Agreement and Purchaser retains all rights with respect thereto. Further, if Seller willfully misrepresents any of the Seller Representations or willfully causes any of the Seller Representations to be untrue in any material manner, Purchaser shall have exercise any right provided under this Agreement to terminate this Agreement as a result of or due to any willful act or omission by Seller, then as an additional remedy, Seller shall reimburse all of Purchaser’s reasonably and documented out-of-pocket costs in an amount up to Thirty Thousand and No/100 Dollars ($30,000.00), as a one-time lump sum payment of liquidated damages delivered concurrently with the rights and remedies provided for in Section 17.1 belowDeposit.

Representation Condition. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that all of the Seller Representations made herein are true and correct, in all material respects, as of the Contract Date, Approval Date and the Closing Date (the “Representation Condition”). For purposes of determining those Seller Representations that were remain true and correct, in all material respects, as of the Approval Date, Seller shall deliver to Purchaser, on or prior to the Approval Date, a certificate (the “Approval Date Certificate”) certifying that all of the Seller Representations made as of the Contract Date remain true and correct as of the Approval Date, in all material respects, except for changes and qualifications specified by Seller in such Approval Date Certificate such that the Approval Date Certificate is true and accurate in all material respects. If Seller fails to provide an Approval Date Certificate, Seller shall be deemed to have certified (subject to the limitations hereinafter set forth) that all of the Seller Representations hereunder remain true and correct, in all material respects, as of the Approval Date. The representations, warranties and certifications contained in such Approval Date Certificate, whether provided or deemed provided, shall be made by Seller to the standard of knowledge, if any, contained herein for the applicable representations, warranties or certifications and subject to all of the terms, conditions and limitations contained in Sections 8.2 and 8.3 of this Agreement. Notwithstanding anything contained herein to the contrary, if the Approval Date Certificate indicates that any Seller Representations are not true and correct, in all material respects, as of the Approval Date remain (or were not true and correct correct, in all material respects respects, as of the Closing Date (Contract Date), or if Purchaser otherwise determines or becomes aware, prior to the “Representation Condition”). Approval Date, that any Seller Representations are untrue or inaccurate, in all material respects, Purchaser may, in its sole discretion and as its sole and exclusive remedy hereunder, at law or in equity, elect within five (5) business days of the Approval Date either to (aa) terminate this Agreement by delivery of written notice to Seller, whereupon the Deposit shall be deemed true promptly returned to Purchaser and correct as neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (bb) proceed to Closing and accept the untruth or inaccuracy of the Closing Date unless Seller provides Purchaser with written notice of facts or circumstances arising after the Contract Date that result in the applicable Seller Representations not being true and correct with no further right to terminate the Agreement (“Change Notice”). Seller shall have or pursue any other right or remedy) on the option, but not the obligation, to take steps to cure or cancel the situation so that the affected representation will be true and correct as basis of the Closing Date, anduntruth or inaccuracy thereof. Notwithstanding anything contained herein to the contrary, if Seller exercises such option, Seller shall identify the corrective action in the Change Notice. If Seller elects to undertake the corrective action such that the affected representations will be true and correct as of the Closing Date, the parties shall proceed with performance under this Agreement and the Closing, provided Seller completes such corrective action. If any Seller Representation is untrue or inaccurate in any material respect and Purchaser becomes aware of such untruth or inaccuracy prior to Closing and Seller does not elect to undertake corrective action such that the affected representation will be true and correct as of the Closing Date or fails to complete such corrective action on or before the Closing DateClosing, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, either to (i) terminate this Agreement by delivery of written notice to Seller on or prior to Closing (or within five (5) business days of the Approval Date to the extent Purchaser becomes aware of such untruth or inaccuracy on or prior to the Approval Date), whereupon the Deposit shall be promptly returned to Purchaser and neither party shall have any further liability hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (ii) proceed to Closing and accept the untruth or inaccuracy of such Seller Representation with no further right to terminate the Agreement (or pursue any other right or remedy) on the basis of the untruth or inaccuracy thereof. Notwithstanding the immediately preceding sentence, if Seller willfully misrepresents any Agreement of the Seller Representations or willfully causes any of the Seller Representations to be untrue in any material manner, Purchaser shall have the rights Purchase and remedies provided for in Section 17.1 below.Sale — 1000 Xxxxxxxx Xxxxxx Xxxxx Xx. Prospect IL(7)