Exception Matters Clause Samples
The "Exception Matters" clause defines specific circumstances or conditions under which the general terms of an agreement do not apply. In practice, this clause outlines particular exceptions, such as regulatory requirements, force majeure events, or other unique situations that override standard obligations. Its core function is to provide clarity and flexibility by explicitly stating when and how exceptions to the contract's main provisions are permitted, thereby reducing ambiguity and potential disputes.
Exception Matters. Neither Seller shall have any liability or obligation whatsoever to Buyer with respect to any Exception Matters, and Buyer represents and warrants to Sellers that Buyer has no knowledge of any Exception Matters as of the Effective Date. If Buyer first obtains knowledge of any Exception Matters following the Effective Date but prior to the Closing and such Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, then Buyer shall provide written notice thereof to Sellers describing such Exception Matters in reasonable detail and Sellers shall have the right (but not the obligation) to cure such Exception Matters within five (5) business days following receipt of such notice (the “Exception Matter Cure Period”). If Sellers fail to cure such Exception Matters or Sellers deliver written notice to Buyer electing not to cure such Exception Matters within the Exception Matter Cure Period, then Buyer shall have the right, as its sole and exclusive remedy with respect thereto, to terminate this Agreement by delivering written notice thereof to Sellers within two (2) business days following the earlier to occur of the expiration of the Exception Matter Cure Period or Buyer’s receipt of notice from Sellers electing not to cure the applicable Exception Matters. If Buyer timely delivers such a termination notice to Sellers as aforesaid, then the parties shall jointly instruct Escrow Agent to release the Deposit to Buyer, this Agreement shall terminate, and no party shall have any further obligations or rights hereunder, except for those obligations and rights which expressly survive the termination of this Agreement. To the extent the Closing is scheduled to occur prior to the expiration of the second (2nd) business day following the earlier to occur of the expiration the Exception Matter Cure Period or Buyer’s receipt of notice from Sellers electing not to cure the applicable Exception Matters, then the Closing Date shall be extended until the fourth (4th) business day following the earlier to occur of the expiration of the Exception Matter Cure Period or Buyer’s receipt of notice from Sellers electing not to cure the applicable Exception Matters.
Exception Matters. As used in this Contract, the term “Exception Matter” means a matter disclosed to Buyer in the Due Diligence Materials or in writing or discovered by Buyer before the Closing, that would make a representation or warranty of Seller contained in this Contract untrue or incorrect, including, without limitation, matters disclosed in writing to Buyer by Seller, or information obtained from interviews with the Local Property Manager, or from any other person. Buyer shall promptly notify Seller in writing of any Exception Matter of which Buyer obtains knowledge before the Closing. If the Buyer Group obtains knowledge of any Exception Matter before the Closing, but Buyer proceeds with the acquisition of the Property, Buyer shall consummate the acquisition of the Property subject to such Exception Matter and Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation, or warranty contained in this Contract or in any other documents executed and delivered by Seller in connection with the Closing.
Exception Matters. (a) As used herein, the term "Exception Matter" shall refer to a matter disclosed to the Transferee in writing by the Contributor after the Effective Date hereof and before the Closing, that constitutes, as of the date of this Agreement, a breach of a representation or warranty of the Contributor contained in this Agreement or in any document or instrument delivered pursuant hereto. Under no circumstances shall the Contributor have any obligation to cure or remedy any Exception Matter.
Exception Matters. As used herein, the term “Exception Matter” shall mean and refer to a matter that would make a representation or warranty of Seller contained in this Agreement untrue or incorrect. If Purchaser obtains actual knowledge of any Exception Matter before the Closing, but nonetheless elects to proceed with the acquisition of the Acquired Assets, Purchaser shall consummate the acquisition of the Acquired Assets subject to such Exception Matter and Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement or any documents executed by Seller in connection with the Closing.