such documents or materials.
(C)
PURCHASER'S RIGHT TO AMEND
REPRESENTATIONS.
PURCHASER SHALL HAVE THE RIGHT FROM TIME TO TIME PRIOR TO THE
CLOSING BY NOTICE TO SELLER AND WITHOUT LIABILITY THEREFOR, TO AMEND OR
SUPPLEMENT ITS QUALIFICATIONS TO THE REPRESENTATIONS AND WARRANTIES IN
SECTION 8.1, BY AMENDMENT OF THE SCHEDULES HERETO OR OTHERWISE, TO REFLECT
CHANGES IN FACTS OR CIRCUMSTANCES OR TO CORRECT ANY INACCURACIES; PROVIDED,
HOWEVER, THAT ANY SUCH AMENDMENT OR SUPPLEMENT, TAKEN ALONE OR TOGETHER WITH ANY
OR ALL OTHER AMENDMENTS OR SUPPLEMENTS, IF SUFFICIENTLY ADVERSE TO SELLER, MAY
CONSTITUTE THE NONFULFILLMENT OF THE CONDITION SET FORTH IN SECTION 7.2(C).
(D)
PURCHASER'S REPRESENTATIONS DEEMED
MODIFIED.
TO THE EXTENT THAT SELLER RECEIVES NOTICE IN WRITING OR ANY SELLER
KNOWLEDGE PARTY ACTUALLY KNOWS AT OR PRIOR TO THE CLOSING THAT ANY OF
PURCHASER'S REPRESENTATIONS AND WARRANTIES THAT ARE REQUIRED TO BE MADE ON SUCH
CLOSING DATE ARE INACCURATE, UNTRUE OR INCORRECT IN ANY WAY, SUCH
REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED MODIFIED TO REFLECT SELLER'S
KNOWLEDGE.
PURCHASER SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THIS
AGREEMENT BY REASON OF ANY INACCURACY OF A REPRESENTATION OR WARRANTY IF AND TO
THE EXTENT THAT SUCH INACCURACY HAS BEEN IDENTIFIED BY PURCHASER TO SELLER IN
WRITING OR OTHERWISE IS KNOWN OR DEEMED KNOWN BY SELLER AT THE TIME OF THE
CLOSING AND SELLER ELECTS, NEVERTHELESS, TO CONSUMMATE SUCH CLOSING.
8.4
NOTICE OF BREACH; SELLER'S RIGHT TO CURE.
IF, AFTER THE DATE HEREOF AND PRIOR TO THE CLOSING, A PURCHASER KNOWLEDGE PARTY
ACTUALLY KNOWS THAT ANY OF THE REPRESENTATIONS OR WARRANTIES MADE HEREIN BY
EITHER SELLER AND REQUIRED TO BE MADE AGAIN BY SELLER AT SUCH CLOSING IS UNTRUE,
INACCURATE OR INCORRECT IN ANY MATERIAL RESPECT (OTHER THAN AS A RESULT OF
RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER PURSUANT TO THE REQUIREMENT OF THE
NEXT SENTENCE), PURCHASER COVENANTS THAT IT WILL GIVE SELLER WRITTEN NOTICE
THEREOF PROMPTLY AFTER OBTAINING SUCH KNOWLEDGE. IF, AT OR PRIOR TO THE CLOSING,
A SELLER KNOWLEDGE PARTY ACTUALLY KNOWS THAT ANY OF THE REPRESENTATIONS OR
WARRANTIES MADE BY SELLER HEREIN AND REQUIRED TO BE MADE BY EITHER SELLER AGAIN
AT SUCH CLOSING ARE UNTRUE, INACCURATE OR INCORRECT IN ANY MATERIAL RESPECT,
SUCH SELLER AGREES TO GIVE PURCHASER PROMPT WRITTEN NOTICE THEREOF.
EACH SELLER
WILL HAVE THE RIGHT TO CURE OR CORRECT THE UNDERLYING CIRCUMSTANCES AS NECESSARY
TO ELIMINATE THE ADVERSE EFFECT ON PURCHASER OF SUCH BREACHES AND/OR
INACCURACIES, SO LONG AS IT COMPLETES THE CURE IN TIME TO PERMIT THE CLOSING TO
OCCUR IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
52
8.5
SURVIVAL.
THE REPRESENTATIONS AND
WARRANTIES IN SECTIONS 8.1 AND 8.2 SHALL ONLY SURVIVE THE CLOSING UNTIL THE
FIRST ANNIVERSARY THEREOF AND ARE SUBJECT TO THE LIMITATIONS SET FORTH IN
ARTICLE IX; PROVIDED, HOWEVER, THAT (X) WITH RESPECT TO EACH LEASE, THE
REPRESENTATIONS AND WARRANTIES IN SECTIONS 8.2(K), 8.2(L), 8.2(M), 8.2(O) AND
8.2(P) SHALL ONLY SURVIVE UNTIL THE DATE THAT IS THE EARLIER OF (I) THE FIRST
ANNIVERSARY OF THE CLOSING AND (II) THE