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. Buyer shall promptly notify Seller in writing of any Exception Matter of which Buyer obtains knowledge before the Closing. If Buyer obtains knowledge of any Exception Matter before the Closing, but nonetheless elects to proceed 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 Agreement. If Buyer elects to terminate this Agreement on the basis of any Exception Matter, Buyer shall so notify Seller in writing within five (5) days following Buyer's discovery of the Exception Matter, and the Deposit shall be returned to Buyer and the Nonrefundable Payment shall be retained by Seller. Buyer's failure to give such notice within such five (5) day period shall be deemed a waiver by Buyer of such Exception Matter. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder, except as provided in Sections 6.1, 9.3 and 9.8 below. Seller shall have no obligation to cure or remedy any 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 any Exception Matters.
Exception Matter shall refer to a matter which would make a representation or warranty of Seller contained in this Agreement untrue or incorrect and which is disclosed to Buyer in the Due Diligence Materials or otherwise or discovered by Buyer before the Closing, including, without limitation, matters disclosed in any tenant estoppel certificate or from interviews with the Tenant, 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, Buyer’s sole remedy shall be to terminate this Agreement on the basis thereof, upon written notice to Seller within five (5) days following Buyer’s discovery of such Exception Matter or the Closing, whichever occurs first, in which event the Deposit shall be returned to Buyer, unless within five (5) days after receipt of such notice or the Closing, as the case may be, Seller notifies Buyer in writing that it elects to cure or remedy such Exception Matter. Seller 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 cure or remedy any Exception Matter. Buyer’s failure to give notice within five (5) days after it has obtained knowledge of an Exception Matter shall be deemed a waiver by Buyer of 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 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 as set forth above, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. Upon any termination of this Agreement, neither party shall have any further rights nor obligations hereunder, except as provided in Section 6.1, Section 9.3 and Section 9.9 below. If Buyer obtains knowledge of any Exception Matter before the Closing, but nonetheless elects to proceed with the acquisition of the Property, Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement or in any Other Documents (as defined in Section 9.19 below).
Exception Matter is defined in Section 3.3(a) of this Agreement.
Examples of Exception Matter in a sentence
No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the applicable due date, other than any security deposits (but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in Section 7.5 of this Agreement).
Purchaser and Seller will promptly notify each other in writing of any Exception Matter of which it obtains knowledge before the Closing.
Seller shall have the right to extend the Closing Date for up to ninety (90) days to endeavor to (i) cause a Seller’s Warranty that is subject to an Exception Matter to be true and correct in accordance with Section 3.3(b) of this Agreement, (ii) cure a Title Exception in accordance with Section 5.3(b) of this Agreement, or (iii) satisfy any of the Closing conditions set forth in Section 6.1 of this Agreement.
Seller 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.
Any such election shall be made by Buyer not later than three (3) business days from Buyer obtaining Buyer’s knowledge of such Material Exception Matter.
More Definitions of Exception Matter
Exception Matter means (a) any matters disclosed by the Due Diligence Materials, (b) any matter of which Buyer or the Buyer Parties have actual knowledge prior to Closing, “actual knowledge” meaning anything clearly described in any written document given to or obtained by Buyer or the Buyer Parties in connection with the transactions contemplated in this Agreement, and (c) any waived misrepresentations (pursuant to Section 5.3); and
Exception Matter shall refer to a matter disclosed to Purchaser in writing or discovered by Purchaser before the Closing that would make any of said representations and warranties of Seller untrue or incorrect in all material respects at the time the same is made or as of Closing, including, without limitation, matters disclosed to Purchaser by Seller or by any other person, provided that Seller had no actual knowledge of such inaccuracy, as such actual knowledge is defined in Paragraph 5.1, when the representation or warranty was made on the execution of this Agreement. If a representation or warranty becomes inaccurate because of an Exception Matter or if such warranty or representation becomes inaccurate on or prior to Closing other than by reason of Seller's default hereunder, Purchaser may, upon being notified of such occurrence on or prior to Closing either (a) terminate this Agreement and neither party shall have any further rights or obligations hereunder except as provided in Paragraphs 8.8, 8.15 and 8.17 below, or (b) waive such matter and proceed to Closing, by notice to Seller given within ten (10) days after Purchaser is notified of such occurrence, but in no event later than Closing, which made any representations or warranties inaccurate, in which event Seller shall have no liability with respect thereto. If Purchaser fails to give any notice on or before the Closing Date, Purchaser will be deemed to have elected to waive such matter and to proceed to Closing.
Exception Matter shall refer to a matter which would make a representation or warranty of Seller set forth in this Agreement untrue or incorrect or would constitute a violation of a Seller covenant set forth in this Agreement and which is disclosed to Buyer in the Property Documents, in a written notice to Buyer delivered at least three (3) business day prior to the Due Diligence Expiration Date, or is a matter of public record, or is otherwise discovered by or known to Buyer before the Close of Escrow, including, without limitation, matters disclosed in the Estoppel Certificate or obtained from interviews with Hospital Tenant or matters disclosed in Seller’s Closing Certificate.
Exception Matter shall refer to a matter disclosed to the Transferee in writing after the Effective Date hereof, referenced in any document, report, or other item delivered to the Transferee by the Contributor or its agents or otherwise obtained or reviewed by the Transferee, or discovered by the Transferee, 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 Matter shall refer to a matter which would make a representation or warranty of Seller contained in this Agreement untrue or incorrect and which is disclosed to Buyer in the Due Diligence Materials, the Disclosure Items or with respect to which Buyer has knowledge (as defined in Section 3.4 below) 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, as such term is defined below, 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 business (5) days following Buyer’s discovery of such Exception Matter or (b) the Closing, whichever occurs first, in which event the Deposit shall be returned to Buyer, unless within five business (5) days after receipt of
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 Matter shall have the meaning given to it in Section 8.5 hereof.