Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge”, “to the best of Seller’s actual knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. Xxxxx, Xx., Vice President-Regional Director of FSP Property Management LLC, without any obligation on such individual’s part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall consummate the acquisition of the Property subject thereto, subject to the provisions of Article 4 below; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains such knowledge of any Exception Matters, in which case Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller is obligated to deliver hereunder.
Limitations Regarding Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND/OR IN THE TRANSACTION DOCUMENTS REFERENCED HEREIN.
Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge,” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxxx X. Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx, without any obligation on their part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. Seller shall have no liability whatsoever to Buyer with respect to any matters disclosed in any document delivered to Buyer by Seller or on any exhibit attached hereto, including without limitation the “Property Information” (defined in Section 4.8) or with respect to any information discovered by Buyer prior to the Closing. If Buyer obtains knowledge of any such matters before the Closing, Buyer may consummate the acquisition of the Property subject thereto if Buyer determines to proceed with the purchase of the Property pursuant to Article 4; provided, however, if Buyer obtains knowledge (i) that any representation or warranty is untrue in any material respect, or (ii) of any new matters first disclosed by Seller to Buyer between the end of the Inspection Period and the Closing, which matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, then in either event, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice prior to the Closing. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. The foregoing shall not affect Buyer’s rights under Section 4.1 hereof.
Limitations Regarding Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY PROSPECTUS OR OFFERING MATERIALS DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS-IS.” BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, ZONING, ENTITLEMENT AND USE RESTRICTIONS AFFECTING THE PROPERTY, AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND AS TO BUYER’S PROPOSED DEVELOPMENT AND/OR USE OF THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS, AND, BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ...
Limitations Regarding Representations and Warranties. The representations and warranties of Contributor herein are qualified in their entirety by any matters disclosed by the Owner Property Materials delivered or otherwise made available to the Operating Partnership. Contributor shall be obligated, liable or responsible to the Operating Partnership for a breach or violation of any representation or warranty contained herein only if and to the extent the Operating Partnership incurs any actual loss or damage as a result of such breach or violation. Without limiting the foregoing:
Limitations Regarding Representations and Warranties. The representations and warranties of Seller herein are qualified by the Seller Property Materials. Seller shall only be obligated, liable or responsible to Purchaser for a breach or violation of any representation or warranty contained herein to the extent Purchaser incurs any actual loss as a result of such breach or violation. Without limiting the foregoing, in the event Purchaser alleges any breach or violation of any representation or warranty contained herein with respect to any of the Leases or the physical condition of the Property (or any part thereof), Seller shall be permitted to attempt to mitigate the loss to Purchaser as a result of such breach or violation and Purchaser shall reasonably cooperate with Seller (at no out-of-pocket, third-party cost or expense to Purchaser) and shall provide Seller with access to the Property, in connection with such mitigation. Seller shall not be obligated, liable or responsible to Purchaser for any inaccuracy of any representation or warranty made by Seller to Purchaser in this Agreement (i) if such inaccuracy is or becomes known to Purchaser on or prior to the Termination Notice Date, or (ii) if such inaccuracy becomes known to Purchaser between the Termination Notice Date and the Closing Date and Purchaser elects to proceed with the Closing (except that the foregoing exculpation from liability in clauses (i) and (ii) shall not extend to any inaccuracy of any representation or warranty made by Seller to Purchaser in this Agreement which is made knowingly by Seller with an intent to mislead or deceive). Nothing in this Section shall limit Purchaser's ability not to proceed to and conclude Closing hereunder pursuant to and in accordance with Section 8.
Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase "to Seller's knowledge" or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxxx Xxxxxxxx, without any obligation on either of their parts to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. Buyer agrees to inform Seller promptly in writing if it discovers that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which it is obligated to deliver hereunder.
Limitations Regarding Representations and Warranties. The representations and warranties of each Contributor herein are qualified in their entirety by any matters disclosed by any materials delivered or otherwise made available to the Operating Partnership or its Affiliates which materials are identified in Section 5.33 of the Contributors Disclosure Schedule. The Operating Partnership acknowledges that the materials identified on in Schedule 5.33 of the Contributors Disclosure Schedule were delivered or made available to the Operating Partnership for all purposes under this Agreement. A Contributor shall be obligated, liable or responsible to the Operating Partnership for a breach or violation of any representation or warranty contained herein only if and to the extent the Operating Partnership incurs any actual loss or damage as a result of such breach or violation. Without limiting the foregoing, in the event the Operating Partnership alleges any breach or violation of any representation or warranty contained herein with respect to any of the Leases or the physical condition of any Property (or any part thereof), such Contributor shall be permitted to attempt to mitigate the loss to the Operating Partnership as a result of such breach or violation and the Operating Partnership shall (a) reasonably cooperate with such Contributor and TRCLP, provided that such Contributor shall reimburse any reasonable out-of-pocket, third-party cost or expense to the Operating Partnership in respect thereof and (b) provide Contributor with reasonable access to the Property in connection with such mitigation. A Contributor shall not be obligated, liable or responsible to the Operating Partnership pursuant to this Agreement (including, without limitation, Article XV) for Losses in excess of Three Million Dollars ($3,000,000) to the extent such Losses result from any inaccuracy of any representation or warranty made by such Contributor to the Operating Partnership in this Agreement if such inaccuracy was known by the Operating Partnership prior to the date hereof or becomes known to the Operating Partnership between the date hereof and the Closing Date and the Operating Partnership elects to proceed with the Closing. Nothing in this Section 5.33 shall limit the Operating Partnership's right not to proceed to and conclude Closing hereunder pursuant to and in accordance with Article VIII or Article XIV. For purposes of certainty, set forth below are three illustrations as to the manner in which the foregoing provisions of this S...
Limitations Regarding Representations and Warranties. A. The parties hereto will have liability with respect to any breach of a representation or warranty only if, on or before the second anniversary of the Initial Closing, the non-breaching party notifies the breaching party of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by the non-breaching party.
Limitations Regarding Representations and Warranties. 0X.0.Xx used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Sellers to Buyer, the phrase “to Seller’s/Sellers’ actual knowledge”, “to the best of Seller’s/Sellers’ actual knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of the following individuals (each a “Designated Employee”): (i) with respect to representations, warranties and matters relating to One Ravinia and Two Ravinia, Xxx X. Xxxxx, in his capacity as Executive Vice President of FSP Property Management LLC, and not individually, and (ii) with respect to representations, warranties and matters relating to Xxxxxxx, Xxxxxx Xxxxx, in her capacity as Vice President of FSP Property Management LLC, and not individually, and in each case without any obligation on such individual’s part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like.
