ACTUAL OR DEEMED KNOWLEDGE AS OF THE END OF THE
INSPECTION PERIOD. FOR PURPOSES HEREOF, PURCHASER SHALL BE DEEMED TO KNOW ALL
INFORMATION SET FORTH IN THE WRITTEN MATERIALS DELIVERED TO PURCHASER IN RESPECT
OF THE PROPERTY.
(B)
IF AFTER THE EXPIRATION OF THE INSPECTION
PERIOD BUT PRIOR TO THE CLOSING, PURCHASER FIRST OBTAINS ACTUAL KNOWLEDGE THAT
ANY OF THE REPRESENTATIONS OR WARRANTIES MADE HEREIN BY SELLER ARE UNTRUE,
INACCURATE OR INCORRECT IN ANY MATERIAL RESPECT, PURCHASER SHALL GIVE SELLER
WRITTEN NOTICE THEREOF WITHIN FIVE (5) DAYS AFTER OBTAINING SUCH ACTUAL
KNOWLEDGE (BUT, IN ANY EVENT, PRIOR TO THE CLOSING). IN SUCH EVENT, SELLER SHALL
HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO ATTEMPT TO CURE SUCH
MISREPRESENTATION OR BREACH AND SHALL, AT ITS OPTION, BE ENTITLED TO A
REASONABLE ADJOURNMENTS OF THE CLOSING (NOT TO EXCEED THIRTY (30) DAYS) FOR THE
PURPOSE OF SUCH CURE. IF SELLER ELECTS TO ATTEMPT TO SO CURE BUT IS UNABLE TO SO
CURE ANY MISREPRESENTATION OR BREACH OF WARRANTY, THEN PURCHASER, AS ITS SOLE
REMEDY FOR ANY AND ALL SUCH MATERIALLY UNTRUE, INACCURATE OR INCORRECT
REPRESENTATIONS OR WARRANTIES, SHALL ELECT EITHER (I) TO WAIVE SUCH
MISREPRESENTATIONS OR BREACHES OF REPRESENTATIONS AND WARRANTIES AND CONSUMMATE
THE TRANSACTION CONTEMPLATED HEREBY WITHOUT ANY REDUCTION OF OR CREDIT AGAINST
THE PURCHASE PRICE, OR (II) IF PURCHASER FIRST OBTAINED ACTUAL KNOWLEDGE OF SUCH
MATERIAL MISREPRESENTATION OR BREACH OF WARRANTY AFTER THE END OF THE INSPECTION
PERIOD, TO TERMINATE THIS AGREEMENT IN ITS ENTIRETY BY WRITTEN NOTICE GIVEN TO
SELLER ON THE CLOSING DATE, IN WHICH EVENT THIS AGREEMENT SHALL BE TERMINATED,
THE EARNEST MONEY SHALL BE RETURNED TO PURCHASER, AND THEREAFTER NEITHER PARTY
SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT AS PROVIDED IN ANY
SECTION HEREOF THAT BY ITS TERMS EXPRESSLY PROVIDES THAT IT SURVIVES ANY
TERMINATION OF THIS AGREEMENT.
5.3
SURVIVAL OF REPRESENTATIONS. IT IS THE INTENT
OF SELLER AND PURCHASER THAT THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER
IN SECTION 5.1 ABOVE (THE "SELLER OBLIGATIONS") SHALL SURVIVE CLOSING FOR A
PERIOD OF ONE HUNDRED EIGHTY (180) DAYS AFTER THE DATE OF CLOSING. ACCORDINGLY,
PURCHASER AND SELLER HEREBY AGREE THAT, NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT OR ANY PROVISION OF LAW TO THE CONTRARY, ANY ACTION WHICH MAY BE
BROUGHT UNDER THIS AGREEMENT BY PURCHASER AGAINST SELLER
10
FOR BREACH OF ANY SELLER OBLIGATIONS SHALL BE FOREVER BARRED UNLESS PURCHASER
(A) DELIVERS TO SELLER NO LATER THAN ONE HUNDRED EIGHTY (180) DAYS AFTER THE
DATE OF CLOSING A WRITTEN NOTICE OF ITS CLAIM SETTING FORTH IN REASONABLE DETAIL
THE FACTUAL BASIS FOR SUCH CLAIM AND PURCHASER'S GOOD FAITH ESTIMATE OF ITS
DAMAGES ARISING OUT OF SUCH CLAIM, AND (B) FILES A COMPLAINT OR PETITION AGAINST
SELLER ALLEGING SUCH CLAIM IN AN APPROPRIATE STATE OR FEDERAL COURT IN DALLAS
COUNTY, TEXAS, NO LATER THAN TWO (2) YEARS AFTER THE DATE OF CLOSING. IN NO
EVENT SHALL SELLER BE LIABLE AFTER THE DATE OF CLOSING FOR ITS BREACH OF ANY
SELLER OBLIGATIONS IF SUCH BREACH WAS