Common use of Incorrect Representation or Warranty Clause in Contracts

Incorrect Representation or Warranty. If Buyer obtains actual knowledge prior to the expiration of the Inspection Period that any representation or warranty of Seller herein is incorrect in any material respect, but Buyer nonetheless proceeds under this Agreement to the close the Transaction without notifying Seller of Buyer’s knowledge of such incorrectness prior to the expiration of the Inspection Period, then Buyer will be deemed to have forever waived any right to recover from Seller on account of such incorrectness. If Buyer obtains actual knowledge prior to the Closing Date that any representation or warranty of Seller herein is incorrect in any material respect, Buyer may notify Seller of such incorrectness prior to Closing. Upon receiving any such notification, Seller shall have the right to take such action as shall be necessary to render correct the representation or warranty which was incorrect in any material respect prior to the Closing Date; provided, however, if Buyer notifies Seller of such incorrectness within the five (5) Business Days prior to the Closing Date, then the Closing Date may be extended up to five (5) Business Days to allow Seller time to render correct the incorrect representation or warranty. In no event shall Seller be liable to Buyer for, or be deemed to be in default hereunder, nor shall Buyer have the right to terminate this Agreement by reason of any breach of representation or warranty which results from any change that (i) occurs between the Effective Date and the Closing and (ii) is either expressly permitted under the terms of this Agreement or does not result from a breach of this Agreement by Seller. If Buyer obtains actual knowledge prior to the Closing Date that any representation or warranty of Seller herein is incorrect in any material respect but nevertheless elects to proceed to close the Transaction despite such incorrectness, then Buyer will be deemed to have forever waived any right to recover from Seller on account of such incorrectness.

Incorrect Representation or Warranty. If Buyer obtains actual knowledge prior to the expiration of the Inspection Period that any representation or warranty of Seller herein is incorrect in any material respect, but Buyer nonetheless proceeds under this Agreement to the close the Transaction without notifying Seller of Buyer’s knowledge of such incorrectness prior to the expiration of the Inspection Period, then Buyer will be deemed to have forever waived any right to recover from Seller on account of such incorrectness. If Buyer obtains actual knowledge prior to the Closing Date that any representation or warranty of Seller herein is incorrect in any material respect, Buyer may shall promptly notify Seller of such incorrectness prior to ClosingSeller. Upon receiving any such notification, Seller shall have the right to take such action as shall be necessary in order to render correct the representation or warranty which was incorrect (except in any material respect prior the case of an intentional misrepresentation which shall be a default of Seller pursuant to the Closing Date; providedterms of this Agreement). If Seller fails to notify Buyer within ten (10) days after receiving Buyer's notice that Seller intends to take such action, howeverthen Buyer's sole remedy, if assuming that Buyer notifies was correct in stating that Seller's representation or warranty was materially incorrect, shall be to terminate this Agreement by notice to Seller of such incorrectness given within the five (5) Business Days prior days after the expiration of such ten (10) day period, in which case Buyer shall be entitled to the Closing Dateimmediate return of the Deposit; otherwise, then the Closing Date may be extended up to five (5) Business Days to allow Seller time to render correct the incorrect representation or warranty. In no event Buyer shall Seller be liable to Buyer for, or be deemed to be in default hereunder, nor shall Buyer have the waived any right to terminate this Agreement by reason or to recover from Seller on account of any breach of representation or warranty which results from any change that (i) occurs between the Effective Date and the Closing and (ii) is either expressly permitted under the terms of this Agreement or does not result from a breach of this Agreement by Sellersuch incorrectness. If Buyer obtains actual knowledge prior to the Closing Date that any representation or warranty of Seller herein is incorrect in any material respect but nevertheless elects to proceed to close the Transaction despite such incorrectnessdoes not notify Seller as provided above, then Buyer will be deemed to have forever waived any right to recover from Seller on account of such incorrectness.