Common use of No Liability for Exception Matters Clause in Contracts

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, delivered to Purchaser within ten (10) days after receipt of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the Exception Matter in question diminishes the value of the applicable Property or Properties (such amount to be mutually reasonably agreed upon by the Parties), and the Purchaser shall close this transaction notwithstanding such Exception Matter. Purchaser’s failure to deliver a termination notice within the time set forth above shall be deemed a waiver of Purchaser’s right to terminate this Agreement by reason of an Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Interests subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder other than as set forth in Section 10.1(b), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If the Exception Matter results from a notice relating to condemnation, in which case the provisions of Section 9.2 shall govern, Purchaser’s right to terminate this Agreement pursuant to Section 3.3(b) shall not apply and Purchaser shall proceed to Closing hereunder notwithstanding such changed fact or circumstance, subject to any termination rights under Section 9.2; (ii)If an Exception Matter arises prior to the Effective Date and Purchaser executes and delivers this Agreement, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an Exception Matter arises and Purchaser failed to notify Seller thereof prior to the Closing Date, Seller’s Warranties shall be deemed modified by 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. 3.4

No Liability for Exception Matters. (a) As used herein, the term “Exception Matter” will shall 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 incorrectincorrect and which is actually known to Buyer before the Closing, including, without limitation, matters disclosed in any tenant estoppel certificate or from interviews with tenants, property managers or any other person, provided that such matter was not actually known by Seller to be untrue or incorrect on the Execution Date. Purchaser and Seller will promptly notify each other in writing If Buyer first obtains actual knowledge of any Exception Matter of which it obtains knowledge before the Closing. (b) If an Exception Matter arises and is disclosed in writing Matter, Buyer’s sole remedy shall be 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 on the basis thereof, upon written notice of such termination to Seller within five (5) business days following Buyer obtaining actual knowledge of such Exception Matter, in which event the Deposit shall be returned to Buyer, unless within five (5) business days after (i) the expiration receipt of the date by which such notice, Seller had the right to cure such Exception Matter or (ii) the date on which Seller notified Purchaser notifies Buyer in writing that it would not undertake elects to attempt to cure or remedy such Exception Matter. If Purchaser terminates this Agreement, Seller may elect by written notice to Purchaser, delivered to Purchaser within ten (10) days after receipt of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the Exception Matter in question diminishes the value event there shall be no return of the applicable Property Deposit unless and until Seller is unable to so cure or Properties remedy within the fifteen (such amount 15) business day period set forth below. The Closing shall be extended to the extent necessary to permit the parties to make the elections set forth in the previous sentence. Seller shall be mutually reasonably agreed upon by entitled to extend the Parties), and the Purchaser shall close this transaction notwithstanding such Closing Date for up to fifteen (15) business days in order to attempt to cure or remedy any Exception Matter. PurchaserBuyer’s failure to deliver a termination give notice within the time set forth above five (5) business days after it has obtained actual knowledge of an Exception Matter shall be deemed a waiver by Buyer of Purchasersuch Exception Matter. Seller shall have no obligation to cure or remedy any Exception Matter, even if Seller has notified Buyer of Seller’s election to attempt to cure or remedy any Exception Matter (except as specifically provided in Sections 3.3 and 3.4), and, subject to Buyer’s right to terminate this Agreement by reason as set forth above, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. Upon any termination of an this Agreement, neither party shall have any further rights nor obligations hereunder, except as specifically provided herein. If Buyer obtains actual knowledge of any Exception MatterMatter before the Closing, Purchaser shall but nonetheless elects to proceed to Closing and consummate with the acquisition of the Interests subject Property or is obligated to and by accepting such Exception Matter without reduction in proceed with the Sales Price and acquisition of the Property, Seller will shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and or in any documents delivered by Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder other than as set forth in Section 10.1(b), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If the Exception Matter results from a notice relating to condemnation, in which case the provisions of Section 9.2 shall govern, Purchaser’s right to terminate this Agreement at Closing pursuant to Section 3.3(b) shall not apply and Purchaser shall proceed to Closing hereunder notwithstanding such changed fact or circumstance, subject to any termination rights under Section 9.2; (ii)If an Exception Matter arises prior to the Effective Date and Purchaser executes and delivers this Agreement, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an Exception Matter arises and Purchaser failed to notify Seller thereof prior to the Closing Date, Seller’s Warranties shall be deemed modified by 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. 3.49.1.

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 PartnerHoldco Subsidiary, 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, Tenants or 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 or Purchaser’s Affiliates or (provided that for Purchaser’s contractors only, the fact, circumstance, potential claim, or other matter known would be with respect to matters for which such contractor has been retained by Purchaser or Purchaser’s Affiliates (or for whom Purchaser has been granted reliance status by the applicable contractor) to perform diligence in its professional capacity in respect of the Property applicable 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 incorrectincorrect and would collectively with all other valid claims for breach of Seller’s Warranties exceed the Floor. 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, delivered to Purchaser within ten (10) days after receipt of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the Exception Matter in question diminishes the value of the applicable Property or Properties (such amount to be mutually reasonably agreed upon by the Parties), and the Purchaser shall close this transaction notwithstanding such Exception Matter. Purchaser’s failure to deliver a termination notice within the time set forth above shall be deemed a waiver of Purchaser’s right to terminate this Agreement by reason of an Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Interests subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder other than as set forth in Section 10.1(b), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If the Exception Matter results from a notice relating to condemnation, in which case the provisions of Section 9.2 shall govern, Purchaser’s right to terminate this Agreement pursuant to Section 3.3(b) shall not apply and Purchaser shall proceed to Closing hereunder notwithstanding such changed fact or circumstance, subject to any termination rights under Section 9.2; (ii)If an Exception Matter arises prior to the Effective Date and Purchaser executes and delivers this Agreement, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an Exception Matter arises and Purchaser failed to notify Seller thereof prior to the Closing Date, Seller’s Warranties shall be deemed modified by 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. 3.4.

No Liability for Exception Matters. (a) As used herein, the term “Exception Matter” will shall refer to (i) a fact, circumstance, potential claim, or other matter actually disclosed to Buyer 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”) actually discovered by Seller, Seller’s agents, employees or contractors, Broker, Tenants, a Third-Party Ground Lessor or a Third-Party Ground Lessee in writing Buyer before the Closing DateClosing, 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, including, without limitation, matters disclosed in writing to Buyer by Seller or by any other person. Purchaser If Buyer obtains actual knowledge of any Exception Matter after the date hereof and Seller will if Seller, in its sole discretion, does not agree in writing to cure or remedy such Exception Matter, Buyer may, as to any Exception Matter the existence of which would have a Material Adverse Effect (a “Material Exception Matter”), as its sole and exclusive remedy, terminate this Agreement in its entirety and receive a return of the Deposit upon written notice to Seller, as provided below. Buyer shall promptly notify each other Seller in writing of any Material Exception Matter of which it Buyer obtains actual knowledge before the Closing. (b) If an Buyer obtains actual knowledge of any Material Exception Matter arises and is disclosed in writing before the Closing, but nonetheless elects to Seller or Purchaser, Seller shall have the option to adjourn proceed with 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 Buyer shall consummate the transaction contemplated herein subject to Purchaser, delivered to Purchaser within ten (10) days after receipt of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the such Material Exception Matter in question diminishes the value of the applicable Property or Properties (such amount to be mutually reasonably agreed upon by the Parties), and the Purchaser shall close this transaction notwithstanding such Exception Matter. Purchaser’s failure to deliver a termination notice within the time set forth above shall be deemed a waiver of Purchaser’s right to terminate this Agreement by reason of an Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Interests subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder other than as set forth in Section 10.1(b), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If the Material Exception Matter results from a notice relating to condemnation, in which case the provisions of Section 9.2 shall govern, Purchaser’s right to terminate this Agreement pursuant to Section 3.3(b) shall not apply and Purchaser shall proceed to Closing hereunder notwithstanding such changed fact or circumstance, subject to any termination rights under Section 9.2; (ii)If an Exception Matter arises prior to the Effective Date and Purchaser executes and delivers this Agreement, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matterfollowing Closing, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an provided that the foregoing shall not be deemed to waive Seller’s obligation to cure certain matters on or before Closing, or Buyer’s right to offset certain costs against the Purchase Price, as expressly provided elsewhere in this Agreement, including, without limitation, in Section 2.4. If Buyer elects to terminate this Agreement on the basis of any Material Exception Matter, Buyer shall so notify Seller in writing within five days following Buyer’s discovery of the Material Exception Matter arises and Purchaser failed to notify Seller thereof (but in all events prior to Closing). If Buyer so terminates this Agreement, the Closing Date, SellerXxxxxxx Money shall be returned to Buyer. Buyer’s Warranties failure to timely give such notice shall be deemed modified a waiver by Buyer of such Material Exception Matter and Matter. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights or obligations which survive termination. Seller will shall have no obligation to cure or remedy any Material Exception Matter, and, subject to Buyer’s right to terminate this Agreement as set forth above, Seller shall have no liability whatsoever to Buyer with respect to such any Material Exception MatterMatters. Notwithstanding the foregoing, notwithstanding any contrary provision, covenant, representation or warranty contained the limitation on Buyer’s remedies and Seller’s liabilities set forth in this Agreement. 3.4Section 8.5 in the event of a Material Exception Matter before the Closing shall not apply (i) in the case of an intentional breach by Seller of any of its covenants and obligations under this Agreement or (ii) with respect to any matter which Seller is obligated to cure hereunder on or before Closing or for which Buyer has an express right of offset against the Purchase Price hereunder, including, without limitation, under Section 2.4.

No Liability for Exception Matters. (a) As used herein, the term “Exception Matter” will shall 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 incorrect and Seller will promptly notify each other which is disclosed to Buyer in writing the Due Diligence Materials, the Disclosure Items, or otherwise, or is a matter of any Exception Matter of which it obtains knowledge public record, or is otherwise known to Buyer’s Representatives (as hereinafter defined) before the Closing, including, without limitation, matters disclosed in any tenant estoppel certificate or from interviews with tenants, property managers or any other person. If Buyer first obtains knowledge of any material Exception Matter after the close of the Contingency Period and prior to Closing and such Exception Matter was not contained in the Due Diligence Materials, the Disclosure Items or is not a matter of public record, Buyer’s sole remedy shall be to terminate this Agreement on the basis thereof, upon written notice to Seller within the earlier of: (a) five (5) days following Buyer’s discovery of such Exception Matter; or (b) If an Exception Matter arises and is disclosed the Closing, which ever occurs first, in writing which event the Deposit shall be returned to Seller or PurchaserBuyer, 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 unless within five (5) days after (i) receipt of such notice or by the expiration of Closing, as the date by which case may be, Seller had the right to cure such Exception Matter or (ii) the date on which Seller notified Purchaser notifies Buyer in writing that it would not undertake elects to attempt to cure or remedy such Exception Matter, in which event there shall be no return of the Deposit unless and until Seller is unable to so cure or remedy within the time period set forth below. If Purchaser terminates this Agreement, Seller may elect by written shall be entitled to extend the Closing Date (as defined in Section 8.2 below) for up to fifteen (15) business days in order to attempt to cure or remedy any Exception Matter. Buyer’s failure to give notice to Purchaser, delivered to Purchaser within ten five (105) days after receipt it has obtained knowledge of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the a material Exception Matter in question diminishes the value of the applicable Property or Properties (such amount to be mutually reasonably agreed upon by the Parties), and the Purchaser shall close this transaction notwithstanding such Exception Matter. Purchaser’s failure to deliver a termination notice within the time set forth above shall be deemed a waiver by Buyer of Purchasersuch Exception Matter. Seller shall have no obligation to cure or remedy any Exception Matter, even if Seller has notified Buyer of Seller’s election to attempt to cure or remedy any Exception Matter (except as specifically provided in Section 4.1(c) hereof), and, subject to Buyer’s right to terminate this Agreement by reason of an Exception Matteras set forth above, Purchaser shall proceed to Closing and consummate the acquisition of the Interests subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rightsliability whatsoever to Buyer with respect to any Exception Matters, liabilities or obligations hereunder other than as set forth in Section 10.1(b), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If unless the Exception Matter results from a notice relating to condemnationbreach or default under this Agreement, in which case the provisions of Section 9.2 shall governevent, Purchaserin addition to Buyer’s right to terminate this Agreement pursuant to Agreement, Seller shall reimburse Buyer’s actual, out-of-pocket costs and expenses incurred in connection with this transaction as contemplated by Section 3.3(b1.2(b) shall not apply and Purchaser shall proceed to Closing hereunder notwithstanding such changed fact or circumstanceabove, subject to the $50,000.00 cap set forth therein. Upon any termination rights under Section 9.2; (ii)If an Exception Matter arises prior to the Effective Date and Purchaser executes and delivers this Agreement, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an Exception Matter arises and Purchaser failed to notify Seller thereof prior to the Closing Date, Seller’s Warranties shall be deemed modified by 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. 3.4this

No Liability for Exception Matters. (a) As used herein, the term “Exception Matter” will shall 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 not known by Seller or Broker to at the Effective Date and 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) wholly or partially untrue or incorrectincorrect and of which Buyer gains actual knowledge before the Closing (hereinafter, an “Incorrect Representation”), including, without limitation, matters disclosed in any tenant Estoppel certificate or from interviews with tenants, property managers or any other person and of which Buyer gives Seller written notice. Purchaser and If Buyer delivers to Seller will promptly notify each other in writing written notice of any Exception Matter after the close of the Contingency Period and prior to Closing and Seller does not cure such matter prior to Closing, Buyer’s sole remedy shall be to terminate this Agreement on the basis thereof, upon written notice to Seller prior to Closing, in which it obtains knowledge before event the Closing. (b) If an Exception Matter arises and is disclosed Deposit promptly shall be returned to Buyer, unless by the Closing Seller notifies Buyer in writing that it elects to Seller or Purchaser, Seller shall have the option to adjourn the Closing for a period not to exceed ninety (90) days to endeavor attempt to cure or remedy such Exception Matter, in which event there shall be no return of the applicable Exception Matter such that Seller’s Warranties will remain true Deposit unless and correct. In the event until Seller is unable to cause such Seller’s Warranties so cure or remedy within the time period set forth below. Seller shall be entitled to be true and correct within such period described above, or Seller notifies Purchaser within such ninety extend the Closing Date (90as defined in Section 8.2 below) day period that it will not undertake for up to cause the Seller’s Warranties fifteen (15) business days in order 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 attempt to cure such Exception Matter or (ii) the date on which Seller notified Purchaser in writing that it would not undertake to cure such remedy any Exception Matter. If Purchaser terminates this AgreementSeller shall have no obligation to cure or remedy any Exception Matter, even if Seller may elect by written notice has notified Buyer of Seller’s election to Purchaser, delivered attempt to Purchaser within ten (10) days after receipt of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the cure or remedy any Exception Matter (except as specifically provided in question diminishes the value of the applicable Property or Properties (such amount to be mutually reasonably agreed upon by the PartiesSection 4.1(c) hereof), and the Purchaser shall close this transaction notwithstanding such Exception Matter. Purchaser’s failure and, subject to deliver a termination notice within the time set forth above shall be deemed a waiver of PurchaserBuyer’s right to terminate this Agreement by reason as set forth above, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters, except as otherwise provided herein. Upon any termination of an this Agreement, neither party shall have any further rights or obligations hereunder, except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer obtains actual knowledge of any Exception MatterMatter before the Closing, Purchaser shall but nonetheless elects to proceed to Closing and consummate with the acquisition of the Interests subject to and by accepting such Exception Matter without reduction in the Sales Price and Property, Seller will shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder other than in any Other Documents (as set forth defined in Section 10.1(b9.17 below); provided, however, such actual knowledge of Buyer shall refer only to the actual knowledge of Xxxxxxx X. Xxxxx or any other representative or agent of Buyer who reviews all or any portion of the Due Diligence Materials or the Property (the “Buyer’s Designated Representative”), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If the Exception Matter results from a notice relating to condemnation, in which case the provisions of Section 9.2 shall govern, Purchaser’s right to terminate this Agreement pursuant to Section 3.3(b) shall not apply and Purchaser shall proceed be construed to Closing hereunder notwithstanding such changed fact or circumstance, subject to any termination rights under Section 9.2; (ii)If an Exception Matter arises prior refer to the Effective Date and Purchaser executes and delivers this Agreementknowledge of any other officers, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result agents, consultants, or employees of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an Exception Matter arises and Purchaser failed to notify Seller thereof prior to the Closing Date, Seller’s Warranties shall be deemed modified by 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. 3.4Buyer.

No Liability for Exception Matters. (a) As used herein, the term “"Exception Matter” will " shall 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. incorrect and which is disclosed to Purchaser and Seller will promptly notify each other in writing of any Exception Matter of which it obtains knowledge the Due Diligence Documents, or is otherwise discovered by Purchaser before the Closing. If Purchaser first obtains knowledge of any material Exception Matter after the Due Diligence Expiration Date and prior to Closing, and such Exception Matter was not contained in the Due Diligence Documents or is not a matter of public record, Purchaser's sole remedy shall be to terminate this Agreement on the basis thereof, upon written notice to Seller within the earlier of (a) five (5) business days following Purchaser's discovery of such Exception Matter or (b) If an Exception Matter arises the Closing, which ever occurs first, in which event the Deposit, and is disclosed in writing any interest earned thereon, shall be returned 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 unless within five (5) business days after (i) receipt of such notice or by the expiration of Closing, as the date by which case may be, Seller had the right to cure such Exception Matter or (ii) the date on which Seller notified notifies Purchaser in writing that it would not undertake elects to attempt to cure or remedy such Exception Matter, in which event there shall be no return of the Deposit unless and until Seller is unable to so cure or remedy within the time period set forth below. Seller shall be entitled to extend the Closing Date for up to fifteen (15) Business Days in order to attempt to cure or remedy any Exception Matter. Purchaser's failure to give notice within five (5) business days after it has obtained knowledge of a material Exception Matter shall be deemed a waiver by Purchaser of such Exception Matter. If Purchaser terminates this Agreement, Seller may elect by written notice to Purchaser, delivered to Purchaser within ten (10) days after receipt obtains knowledge of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the any Exception Matter in question diminishes before the value of the applicable Property or Properties (such amount Closing, but nonetheless elects to be mutually reasonably agreed upon by the Parties), and the Purchaser shall close this transaction notwithstanding such Exception Matter. Purchaser’s failure to deliver a termination notice within the time set forth above shall be deemed a waiver of Purchaser’s right to terminate this Agreement by reason of an Exception Matter, Purchaser shall proceed to Closing and consummate with the acquisition of the Interests subject to and by accepting such Exception Matter without reduction in the Sales Price and Property, Seller will shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder other than as set forth in Section 10.1(b), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If the Exception Matter results from a notice relating to condemnation, in which case the provisions of Section 9.2 shall govern, Purchaser’s right to terminate this Agreement pursuant to Section 3.3(b) shall not apply and Purchaser shall proceed to Closing hereunder notwithstanding such changed fact or circumstance, subject to any termination rights under Section 9.2; (ii)If an Exception Matter arises prior to the Effective Date and Purchaser executes and delivers this Agreement, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an Exception Matter arises and Purchaser failed to notify Seller thereof prior to the Closing Date, Seller’s Warranties shall be deemed modified by 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. 3.4.

No Liability for Exception Matters. (a) As used herein, the term “Exception Matter” will "EXCEPTION MATTER" shall 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 incorrect and Seller will promptly notify each other which is disclosed to Buyer in writing of any Exception Matter of which it obtains knowledge the Due Diligence Materials, the Disclosure Items, or otherwise, or by written notice, or is otherwise discovered by Buyer before the Closing, including, without limitation, matters disclosed in any tenant estoppel certificate or from interviews with tenants, property managers or any other person. If Buyer first obtains knowledge of any material Exception Matter after the close of the Contingency Period and prior to Closing and such Exception Matter was not contained in the Due Diligence Materials or the Disclosure Items, Buyer's sole remedy shall be to terminate this Agreement on the basis thereof, upon written notice to Seller within the earlier of (a) five (5) days following Buyer's discovery of such Exception Matter or (b) If an Exception Matter arises and is disclosed the Closing, which ever occurs first, in writing which event the Deposit (including the Initial Portion) shall be returned to Seller or PurchaserBuyer, 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 unless within five (5) days after (i) receipt of such notice or by the expiration of Closing, as the date by which case may be, Seller had the right to cure such Exception Matter or (ii) the date on which Seller notified Purchaser notifies Buyer in writing that it would not undertake elects to attempt to cure or remedy such Exception Matter, in which event there shall be no return of the Deposit unless and until Seller is unable to so cure or remedy within the time period set forth below. If Purchaser terminates this Agreement, Seller may elect by written shall be entitled to extend the Closing Date (as defined in Section 8.2 below) for up to fifteen (15) business days in order to attempt to cure or remedy any Exception Matter. Buyer's failure to give notice to Purchaser, delivered to Purchaser within ten five (105) days after receipt it has obtained knowledge of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the a material Exception Matter in question diminishes the value of the applicable Property or Properties (such amount to be mutually reasonably agreed upon by the Parties), and the Purchaser shall close this transaction notwithstanding such Exception Matter. Purchaser’s failure to deliver a termination notice within the time set forth above shall be deemed a waiver by Buyer of Purchaser’s such Exception Matter. Seller shall have no obligation to cure or remedy any Exception Matter, even if Seller has notified Buyer of Seller's election to attempt to cure or remedy any Exception Matter (except as specifically provided in Section 4.1(c) hereof), and, subject to Buyer's right to terminate this Agreement by reason as set forth above, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. Upon any termination of an this Agreement, neither party shall have any further rights nor obligations hereunder, except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer obtains knowledge of any Exception MatterMatter before the Closing, Purchaser shall but nonetheless elects to proceed to Closing and consummate with the acquisition of the Interests subject to and by accepting such Exception Matter without reduction in the Sales Price and Property, Seller will shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder other than as set forth in Section 10.1(b), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If the Exception Matter results from a notice relating to condemnation, in which case the provisions of Section 9.2 shall govern, Purchaser’s right to terminate this Agreement pursuant to Section 3.3(b) shall not apply and Purchaser shall proceed to Closing hereunder notwithstanding such changed fact or circumstance, subject to any termination rights under Section 9.2; (ii)If an Exception Matter arises prior to the Effective Date and Purchaser executes and delivers this Agreement, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property subject to and by accepting such Exception Matter without reduction in the Sales Price and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an Exception Matter arises and Purchaser failed to notify Seller thereof prior to the Closing Date, Seller’s Warranties shall be deemed modified by 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. 3.4.

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 any Broker or a Third-Party Ground Lessee any Tenant 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 Contributed 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, delivered to Purchaser within ten (10) days after receipt of Purchaser’s termination notice, to nullify the termination notice by agreeing to credit the Purchaser at Closing the amount in excess of Five Hundred Thousand Dollars ($500,000) by which the Exception Matter in question diminishes 13 the value of the applicable Contributed Property or Contributed Properties (such amount to be mutually reasonably agreed upon by the Parties), and the Purchaser shall close this transaction notwithstanding such Exception Matter. Purchaser’s failure to deliver a termination notice within the time set forth above shall be deemed a waiver of Purchaser’s right to terminate this Agreement by reason of an Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition acceptance of the Interests subject to and by accepting such Exception Matter without reduction in the Sales Price Contribution Value and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder other than as set forth in Section 10.1(b), save and except that the Purchaser will continue to be liable for the Surviving Obligations. 16 (c) The following provisions shall apply notwithstanding the provisions of Section 3.3(b) above: (i)If the Exception Matter results from a notice relating to condemnation, in which case the provisions of Section 9.2 shall govern, Purchaser’s right to terminate this Agreement pursuant to Section 3.3(b) shall not apply and Purchaser shall proceed to Closing hereunder notwithstanding such changed fact or circumstance, subject to any termination rights under Section 9.2; (ii)If an Exception Matter arises prior to the Effective Date and Purchaser executes and delivers this Agreement, Purchaser shall be deemed to have waived its right to terminate this Agreement as a result of such Exception Matter, Seller’s Warranties shall be deemed modified for all purposes by such Exception Matter, Purchaser shall proceed to Closing and consummate the acquisition of the Property transaction contemplated by this Agreement subject to and by accepting such Exception Matter without reduction in the Sales Price Contribution Value and Seller will have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement; and (iii)if an Exception Matter arises and Purchaser failed to notify Seller thereof prior to the Closing Date, Seller’s Warranties shall be deemed modified by 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. 3.4