Common use of Representation Condition Clause in Contracts

Representation Condition. It shall be a Condition Precedent to Buyer’s obligation to proceed to Closing that all of the Seller Representations are true and correct, in all material respects, as of the Closing Date. Notwithstanding anything contained herein to the contrary, if any Seller Representation is untrue or inaccurate in any material respect and Buyer becomes aware of such untruth or inaccuracy prior to Closing, Buyer 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 Review Period Expiration Date to the extent Buyer becomes aware of such untruth or inaccuracy on or prior to the Review Period Expiration Date), whereupon the Deposit shall be promptly returned to Buyer 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.

Representation Condition. It shall be a Condition Precedent condition precedent to BuyerPurchaser’s obligation to proceed to Closing that all of the Seller Representations are true and correct, correct in all material respects, respects as of the Closing DateDate (the “Representation Condition”). Notwithstanding anything contained herein to the contrary, if any Seller Representation is untrue or inaccurate in any material respect and Buyer Purchaser becomes aware of such untruth or inaccuracy prior to Closing, Buyer 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 Review Period Expiration Approval Date to the extent Buyer Purchaser becomes aware of such untruth or inaccuracy on or prior to the Review Period Expiration Approval Date), whereupon the Deposit shall be promptly returned to Buyer 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.