Common use of Accuracy of Seller’s Representations and Warranties Clause in Contracts

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Sellers’ representations and warranties set forth in Section 9.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as defined in Section 9.2 below), and Sellers shall have performed all of their obligations hereunder. Notwithstanding the foregoing, if Sellers make any materially adverse Pre-Closing Disclosure to Purchaser, Purchaser shall have the right to terminate this Agreement by delivering written notice thereof to Sellers and Escrow Agent on or before the earlier to occur of the Closing and the second (2nd) business day after Purchaser receives written notice of such Pre-Closing Disclosure, in which event Escrow Agent shall return the Deposit to Purchaser and this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereof. If Purchaser does not terminate this Agreement during the time required under this Section 8.3, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Sellers’ Seller's representations and warranties set forth in Section 9.1 10.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as defined in Section 9.2 belowhereinafter defined), and Sellers shall have performed all of their obligations hereunder. Notwithstanding the foregoing, if Sellers make Seller makes any materially adverse material Pre-Closing Disclosure to Purchaser, Purchaser shall have the right to terminate this Agreement and receive the return of the Earnest Money by delivering written notice thereof to Sellers and Escrow Agent Seller on or before the earlier to occur ▇▇▇ ▇arlier of the Closing and Closing, or the second fifth (2nd5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure, in which event Escrow Agent shall return the Deposit to Purchaser and this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereof. If Purchaser does not terminate this Agreement during the time required pursuant to its rights under this Section 8.3Section, then such representations and warranties shall be deemed modified to conform them to the such Pre-Closing Disclosure.

Accuracy of Seller’s Representations and Warranties. As a condition precedent to the obligations of Purchaser Purchaser’s obligation to close hereunder, each of Sellers’ Seller’s representations and warranties set forth in Section 9.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as defined in Section 9.2 below9.2), and Sellers shall have performed all of their obligations hereunder. Notwithstanding the foregoing, if Sellers make any materially adverse Seller makes a material Pre-Closing Disclosure to PurchaserPurchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 9.3 or otherwise under this Agreement), Purchaser shall have the right to terminate this Agreement and receive the return of the ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Sellers and Escrow Agent Seller on or before the earlier to occur of the Closing and Closing, or the second fifth (2nd5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure, in which event Escrow Agent shall return the Deposit to Purchaser and this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereof. If Purchaser does not terminate this Agreement during the time required pursuant to its rights under this Section 8.3, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure. Nothing in this Section 8.3 shall limit Purchaser’s right to terminate this Agreement as otherwise expressly provided in this Agreement.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations Each of Purchaser to close hereunder, each of Sellers’ Seller’s representations and warranties set forth in Section 9.1 below 10.1 of this Agreement shall be materially true and correct as of the Closing, as modified by any “Pre-Closing Disclosures (Disclosures”, as defined in Section 9.2 below), and Sellers shall have performed all 10.2 of their obligations hereunderthis Agreement defines that term. Notwithstanding the foregoing, if Sellers make any materially adverse Seller makes a material Pre-Closing Disclosure to PurchaserPurchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 10.3 or otherwise under this Agreement), Purchaser shall have the right to terminate this Agreement by delivering written notice thereof to Sellers and Escrow Agent Seller on or before the earlier to occur of the Closing and Closing, or the second (2nd) business day 5th Business Day after Purchaser receives written notice of such Pre-Pre- Closing Disclosure, in which event Escrow Agent shall return the Deposit to Purchaser and this Agreement shall terminate and be of no further force or effect, effect except as may for any rights or obligations that expressly survive a termination hereofof this Agreement and Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Purchaser. If Purchaser does not terminate this Agreement during the time required pursuant to its rights under this Section 8.39.2, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Sellers’ Seller’s representations and warranties set forth in Section 9.1 below shall be materially true and correct when made and on and as of the Closing, as modified by any Pre-Closing Disclosures (though such representations and warranties were made on and as defined in Section 9.2 below), and Sellers shall have performed all of their obligations hereunderthe Closing. Notwithstanding the foregoing, if Sellers make Seller makes any materially adverse material Pre-Closing Disclosure to PurchaserPurchaser pursuant to the notice provisions of this Agreement, Purchaser shall have the right to terminate this Agreement and receive the return of the ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Sellers and Escrow Agent Seller on or before the earlier to occur of the Closing and Date or the second (2nd) fifth business day after Purchaser receives written notice of such Pre-Closing Disclosure, Disclosure in which event Escrow Agent shall return the Deposit to Purchaser and this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereofhereof and except for any rights of Purchaser under Section 7.1 hereof to the extent of any breach of or default under this Agreement by Seller. If Purchaser does not terminate this Agreement during the time required pursuant to its rights under this Section 8.3, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.

Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Sellers’ Seller’s representations and warranties set forth in Section 9.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as defined in Section 9.2 below), and Sellers shall have performed all of their obligations hereunder. Notwithstanding the foregoing, if Sellers make Seller makes any materially adverse material Pre-Closing Disclosure to PurchaserPurchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 9.3 or otherwise under this Agreement), Purchaser shall have the right to terminate this Agreement and receive the return of the E▇▇▇▇▇▇ Money by delivering written notice thereof to Sellers and Escrow Agent Seller on or before the earlier to occur of the Closing and Closing, or the second fifth (2nd5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure, in which event Escrow Agent shall return the Deposit to Purchaser and this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereof. If Purchaser does not terminate this Agreement during the time required pursuant to its rights under this Section 8.38.4, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.