Common use of Existing Financing Documents Clause in Contracts

Existing Financing Documents. To the best of Seller’s knowledge, as of the date of this Agreement (x) the Existing Financing Documents are in full force and effect and have not been amended except as set forth on Exhibit Q, (y) copies of the Existing Financing Documents delivered to Purchaser are true and correct in all material respects and (z) Seller has not defaulted in any of its material obligations under the Existing Financing Documents. Notwithstanding and without limiting the foregoing, (i) if any of the representations or warranties of Seller that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are materially false or inaccurate, or Seller is in material breach or default of any of its obligations under this Agreement that survive Closing, and Purchaser nonetheless closes the transactions hereunder and purchases the Property, then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties or other breach or default (and any cause of action resulting therefrom shall terminate upon the Closing) in the event that on or prior to Closing, Purchaser shall have had actual knowledge of the false or inaccurate representations or warranties or other breach or default and (ii) if any of the representations or warranties of Seller contained in this Agreement or in any document or instrument delivered in connection herewith are false or inaccurate and prior to the expiration of the Due Diligence Period Purchaser shall have had knowledge of the false or inaccurate representations or warranties, then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties (and Purchaser shall have no cause of action or right to terminate this Agreement with respect thereto), and such representations and warranties shall be deemed modified to the extent necessary to eliminate all false and inaccurate information and to make such representations and warranties true and accurate in all respects. References to the “knowledge”, “best knowledge” and/or “actual knowledge” of Seller or words of similar import shall refer only to the current actual (as opposed to implied or constructive) knowledge of ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any parent, subsidiary or affiliate of Seller or to any other officer, agent, manager, representative or employee of Seller or to impose upon ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. Notwithstanding anything to the contrary contained in this Agreement, ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ shall have no personal liability hereunder. The provisions of this Section 7.1.1 shall survive the Closing for a period of two hundred seventy (270) days.