No Liability for Exception Matters. As used herein, the term “
No Liability for Exception Matters. (a) As used herein, the term “Exception Matter” will refer to (i) a fact, circumstance, potential claim, or other matter disclosed in writing to Purchaser, Affiliates of Purchaser and each of their partners (direct or indirect, other than any Seller, General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner), officers, directors, shareholders, members, managers, affiliates, agents, employees or contractors (collectively “Purchaser’s Affiliates”) by Seller, Seller’s agents, employees or contractors, Broker, Tenants, a Third-Party Ground Lessor or a Third-Party Ground Lessee in writing before the Closing Date, including, without limitation, all documents delivered to Purchaser or Purchaser’s Affiliates prior to the Closing Date via email or any online “data room” created by Seller or Broker to which Purchaser or Purchaser’s Affiliates had access or (ii) a fact, circumstance, potential claim, or other matter known by Purchaser, Purchaser’s Affiliates or Purchaser’s contractors with respect to matters for which such contractor has been retained by Purchaser or Purchaser’s Affiliates to perform diligence in its professional capacity in respect of the Property before the Closing Date, in each case that would make a representation or warranty of Seller contained in this Agreement (including any Seller Warranty) untrue or incorrect. Purchaser and Seller will promptly notify each other in writing of any Exception Matter of which it obtains knowledge before the Closing. (b) If an Exception Matter arises and is disclosed in writing to Seller or Purchaser, Seller shall have the option to adjourn the Closing for a period not to exceed ninety (90) days to endeavor to cure the applicable Exception Matter such that Seller’s Warranties will remain true and correct. In the event Seller is unable to cause such Seller’s Warranties to be true and correct within such period described above, or Seller notifies Purchaser within such ninety (90) day period that it will not undertake to cause the Seller’s Warranties to be true and correct, then Purchaser may terminate this Agreement by delivering notice of such termination to Seller within five (5) days after (i) the expiration of the date by which Seller had the right to cure such Exception Matter or (ii) the date on which Seller notified Purchaser in writing that it would not undertake to cure such Exception Matter. If Purchaser terminates this Agreement, Seller may elect by written notice to Purchaser, de...
No Liability for Exception Matters. As used herein, the term "
No Liability for Exception Matters. (a) As used herein, the term “Exception Matter” will refer to (i) a fact, circumstance, potential claim, or other matter disclosed in writing to Purchaser, Affiliates of Purchaser and each of their partners (direct or indirect, other than any Seller, General Partner or Owner), officers, directors, shareholders, members, managers, affiliates, agents, employees or contractors (collectively “Purchaser’s Affiliates”) by Seller, Seller’s agents, employees or contractors, Broker or Tenants, in writing before the Closing Date, including, without limitation, all documents delivered to Purchaser or Purchaser’s Affiliates prior to the Closing Date via email or any online “data room” created by Seller or Broker to which Purchaser or Purchaser’s Affiliates had access or (ii) a fact, circumstance, potential claim, or other matter known by Purchaser, Purchaser’s Affiliates or Purchaser’s contractors with respect to matters for which such contractor has been retained by Purchaser or Purchaser’s Affiliates to perform diligence in its professional capacity in respect of the Property before the Closing Date, in each case that would make a representation or warranty of Seller contained in this Agreement (including any Seller Warranty) untrue or incorrect. Purchaser and Seller will promptly notify each other in writing of any Exception Matter of which it obtains knowledge before the Closing.
No Liability for Exception Matters. As used herein, the term “Exception Matter” will refer to (i) a fact, circumstance, potential claim, or other matter disclosed to Buyer by Seller in writing before the expiration of the Contingency Period or (ii) a fact, circumstance, potential claim, or other matter actually discovered by Buyer before the expiration of the Contingency Period, that would make a representation or warranty of Seller contained in this Agreement untrue or incorrect, including matters disclosed in any Tenant Estoppel Certificate. Buyer and Seller will promptly notify each other in writing of any Exception Matter of which either obtains knowledge before the Closing. If Buyer’s obtain knowledge of any Exception Matter before the Closing, but Buyer nonetheless elects to proceed with the acquisition of the Property, Buyer will consummate the acquisition of the Property subject to and by accepting such Exception Matter and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement.
No Liability for Exception Matters. 7 Section 5.3 The Transferee's Independent Investigation...................................8 ARTICLE 6. COVENANTS.......................................................................................8 Section 6.1 Covenants of the Contributor.................................................8
No Liability for Exception Matters. 12 Section 3.4 Survival of Representations and Warranties of Sale. 12 Section 3.5 Seller’s Knowledge. 12 Section 3.6 Representations and Warranties of Buyer. 13 Section 3.7 Buyer’s Independent Investigation. 14 Section 3.8 Release. 15 Section 3.9 Survival. 16 ARTICLE IV TITLE 16 Section 4.1 Conditions of Title. 16 Section 4.2 Evidence of Title. 17 ARTICLE V RISK OF LOSS CONDEMNATION AND CASUALTY 18 Section 5.1 Condemnation. 18 Section 5.2 Casualty. 18 ARTICLE VI BROKERS AND EXPENSES 19 Section 6.1 Brokers. 19 Section 6.2 Expenses. 19
No Liability for Exception Matters. (a) As used herein, the term "Exception Matter" shall refer to a matter disclosed to Buyer in writing or discovered by Buyer before the Closing, that would make a representation or warranty of Seller contained in this Agreement untrue or incorrect, including, without limitation, matters disclosed in writing to Buyer by Seller or by any other person. If Buyer obtains knowledge of any Exception Matter after the date hereof, Buyer may terminate this Agreement and receive a return of the Deposit upon written notice to Seller within five (5) days after Buyer learns of such Exception Matter if Seller elects not to cure or remedy any such Exception Matter.
No Liability for Exception Matters. Section 3.3 Survival of Seller’s Representations and Warranties of Sale.
No Liability for Exception Matters. Section 3.3 Survival of Seller’s Representations and Warranties of Sale.
