Common use of Change in Representation/Waiver Clause in Contracts

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer acknowledges that Buyer shall not be entitled to rely on any representation made by Seller in this Article 6 to the extent, prior to or at the Close of Escrow, Buyer shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer determines prior to Close of Escrow that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days), then Buyer may, at its option, notify the Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow with no adjustment in the Purchase Price, and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunder. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer and neither Buyer nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreement. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, to the extent that, prior to the Close of Escrow, Buyer obtains actual knowledge (from whatever source, as a result of Buyer’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a material breach of any of the representations and warranties made by Seller above (or learns of any pending legal proceedings or administrative actions or any violations of existing laws, ordinances, regulations and building, codes materially adversely affecting the Property which breach is not cured by Seller within ten (10) business days)would otherwise expressly enable Purchaser to terminate this Agreement in accordance with its terms, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter thereafter. Purchaser’s knowledge shall in no event be deemed to include any implied, imputed or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share constructive knowledge of the escrow cancellation charges) Purchaser and shall be delivered not constitute any representation that Purchaser has made or is obligated to Buyer and, subject make any independent investigation or has any implied duty to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderinvestigate. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of Deposit (including the Deposit to which Buyer is entitled interest thereon) shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 17.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties made by Seller or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, source as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement. In connection with such documents, Purchaser’s knowledge shall in no event be deemed to include any implied, imputed or constructive knowledge of Purchaser and shall not constitute any representation that Purchaser has made or is obligated to make any independent investigation or has any implied duty to investigate).

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer acknowledges that Buyer shall not be entitled to rely on any representation made by Seller in this Article 6 Section 8.1 above to the extent, prior to or at Closing, the Close undersigned representative of Escrow, Buyer shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunder. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentencethereafter. In the event Buyer terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled Xxxxxxx Money shall be immediately refunded to Buyer and neither Buyer nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.1 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, to the extent that, prior to the Close of EscrowClosing, Buyer obtains actual knowledge discovers or learns of information (from whatever source, including, without limitation the property manager, the tenant estoppel certificates or the Seller's Estoppel Certificates delivered hereunder, as a result of Buyer’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s 's agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer acknowledges that Buyer shall not be entitled to rely on any representation made by Seller in this Article 6 V to the extent, prior to or at the Close of EscrowClosing, Buyer shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer determines prior to Close of Escrow Closing that there is a material breach of any of the representations and warranties made by Seller above (or learns of any pending legal proceedings or administrative actions or any violations of existing laws, ordinances, regulations and building, codes affecting the Property which breach is not cured by Seller within ten (10) business days)would otherwise enable Buyer to terminate this Agreement in accordance with its terms, then Buyer may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunder. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentencethereafter. In the event Buyer terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer and neither Buyer nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementspecifically stated otherwise. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, to the extent that, prior to the Close of EscrowClosing, Buyer obtains actual knowledge discovers or learns of information (from whatever source, including, without limitation the property manager, as a result of Buyer’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderthereafter. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser, and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close of EscrowClosing, Buyer obtains Purchaser has actual knowledge of information (from whatever source, including, without limitation the property manager, the tenant estoppel certificates, as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer acknowledges that Buyer shall not be entitled to rely on any representation made by Seller in this Article 6 V to the extent, prior to or at the Close of EscrowClosing, Buyer shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer determines prior to Close of Escrow Closing that there is a material breach of any of the representations and warranties made by Seller above (or learns of any pending legal proceedings or administrative actions or any violations of existing laws, ordinances, regulations and building, codes affecting the Property which breach is not cured by Seller within ten (10) business days)would otherwise enable Buyer to terminate this Agreement in accordance with its terms, then Buyer may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunder. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentencethereafter. In the event Buyer terminates this Agreement for the reasons set forth above, the portion of entire Deposit (including both the First Deposit to which Buyer is entitled and Second Deposit, and whether or not the Inspection Period was extended) shall be immediately refunded returned to Buyer and neither Buyer nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementspecifically stated otherwise. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, to the extent that, prior to the Close of EscrowClosing, Buyer obtains actual knowledge discovers or learns of information (from whatever source, including, without limitation the Manager, as a result of Buyer’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer nevertheless consummates the transaction contemplated by this Agreement. If, after the Effective Date but prior to Closing, a material and adverse change occurs to any of the above representations or warranties that is not caused by Seller so that such is no longer accurate or true and constitutes a breach by Seller, the party obtaining knowledge of such change shall promptly notify the other party in writing of the change. Under said circumstances, and in the event that such change in the representation or warranty is not caused by the intentional or grossly negligent acts of Seller and is material and adverse to Buyer, Seller shall have at least five (5) business days to cure after notice from Buyer. In the event the Seller is unwilling or unable to cure, then Buyer, as its sole remedy, may terminate this Agreement without further liability by giving written notice to Seller, in which event the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended) shall be returned to Buyer. Notwithstanding anything to the contrary contained in this Agreement, Seller shall have no liability for any change caused by Buyer to any of the above representations or warranties, and Buyer shall have no right to terminate this Agreement because of such change.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer it shall not be entitled to rely on any representation or warranty made by Seller in this Article 6 ARTICLE VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual current, actual, conscious knowledge (and not any implied, imputed or constructive knowledge) of any information that was facts contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (ia) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyerterminate this Agreement, or (iib) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreementthereafter, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderexcept for liens resulting from Seller's acts. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementthe Surviving Termination Obligations. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, Purchaser to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge facts (from whatever source, including, without limitation the property manager, the Tenant Estoppel Certificates (as hereinafter defined), as a result of Buyer’s Purchaser's due diligence tests, investigations and inspections of the Property, as a result of Purchaser or Purchaser's affiliate having leased space within the Improvements or disclosure by Seller or Seller’s 's agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderthereafter. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser, and, to the extent any such breach materially and adversely affects the Property, Seller shall reimburse Purchaser for all out of pocket expenses incurred by Purchaser in connection with this Agreement, including, without limitation, all fees, costs or expenses incurred by Purchaser in connection with the financing of its intended acquisition of the Property, such as loan deposits, commitment fees, rate lock fees and similar lender expenses in an amount not to exceed, in the aggregate, One Hundred Twenty Five Thousand and 00/100 Dollars ($125,000.00), and thereafter, neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementthe Surviving Termination Obligations. In furtherance thereof, except as provided above, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation the property manager, the tenant estoppel certificates, as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreementthereafter, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderexcept for liens resulting from Seller's acts. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation the property manager, the tenant estoppel certificates or any Seller's Estoppel delivered pursuant to Section 10.2.2 below, as a result of Buyer’s Purchaser's due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s 's agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. If at or prior to Closing, Seller obtains actual knowledge that any Seller’s representation or warranty made in this Article VII is untrue, inaccurate or incorrect in any material respect, Seller shall give Purchaser written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer it shall not be entitled to rely on any representation or warranty made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual current, actual, conscious knowledge (and not any implied, imputed or constructive knowledge) of any information that was facts contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (ia) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyerterminate this Agreement, or (iib) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreementthereafter, whereupon, the Deposit (less the Buyerexcept for liens resulting from Seller’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderacts. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as the Surviving Termination Obligations however if such termination is due solely to those matters which expressly survive closing an intentional or termination willful breach of this Agreementany of the representations or warranties made by Seller, then Purchaser shall have the rights and remedies set forth in Section 13.1 below. In furtherance thereof, except as expressly set forth above, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, Purchaser to the extent that, prior to the Close of EscrowClosing, Buyer obtains actual Purchaser shall have or obtain current, actual, conscious knowledge (from whatever sourceand not any implied, as a result of Buyer’s due diligence testsimputed or constructive knowledge), investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderthereafter. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 22.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation the property manager, the tenant estoppel certificates or the Seller’s Estoppel Certificates delivered pursuant to Section 10.2.1 below, as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the PropertyProperties, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of representations and warranties with respect to any individual property, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy, or any such breach, exceeds $100,000.00 and in addition, in no event will Seller=s liability for all such breaches exceed, in the aggregate, the Purchase Price allocated to the Property in question

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (or learns of any pending legal proceedings or administrative actions or any violations of existing laws, ordinances, regulations and building, codes affecting the Property which breach is not cured by Seller within ten (10) business days)would otherwise enable Purchaser to terminate this Agreement in accordance with its terms, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderthereafter. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled Deposit, plus all interest accrued thereon, shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation, the property manager, the tenant estoppel certificates delivered pursuant to Section 10.2.4 below, as a result of Buyer’s Purchaser's due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s 's agents and employees) that contradicts any such of the foregoing representations and warranties, or renders any such of the foregoing representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or shall obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer determines Purchaser obtains actual knowledge prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)or learns of any pending legal proceedings or administrative actions or any violations of existing laws, ordinances, regulations and building codes affecting the Property, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice of its election either to Buyer (“Seller’s Change Notice”) of Seller’s election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderthereafter. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded returned to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementthe Surviving Termination Obligations. In furtherance thereof, Purchaser and Seller expressly agree that Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, to the extent that, prior to the Close of EscrowClosing, Buyer Purchaser obtains actual knowledge (from whatever source, including, without limitation the property manager, the materials furnished to Purchaser and the tenant estoppel certificates delivered pursuant to Article 10.2.8 below, as a result of Buyer’s Purchaser's due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s 's agents and employees) that contradicts any such of the foregoing representations and warranties, or renders any such of the foregoing representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 ARTICLE VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warrantywarranty and that any of Seller’s representations or warranties were untrue when made or have become untrue, or if Seller has delivered or made available to Purchaser, or its agents and/or representatives information with respect to the Property at any time prior to the Closing Date, and such information is inconsistent with any of the representations and warranties herein and/or indicates that any such representations or warranties were not true or accurate when made; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing, with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreementthereafter, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunder. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer Purchaser shall be deemed to have elected knowledge of such misrepresentation, and Purchaser shall not have the right to proceed under clause (x) bring any lawsuit or other legal action against Seller, nor pursue any other remedies against Seller, as a result of the preceding sentencebreach of the representation caused thereby. In Purchaser’s sole remedy as a result such breach of the event Buyer terminates this Agreement representation for the reasons set forth above, the portion above shall be to terminate this Agreement and receive an immediate refund of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer from the Escrow Agent, and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation the property manager, the Tenant Estoppel Certificates (defined in Section 10.2.2 below), as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)or learns of any pending legal proceedings or administrative actions or any violations of existing laws, ordinances, regulations and building, codes affecting the Property, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderthereafter. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled Deposit, plus all interest accrued thereon, shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation, the property manager , the tenant estoppel certificates delivered pursuant to Section 10.2.4 below, as a result of Buyer’s Purchaser's due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s 's agents and employees) that contradicts any such of the foregoing representations and warranties, or renders any such of the foregoing representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer it shall not be entitled to rely on any representation or warranty made by Seller in this Article 6 VII to the extentextent that, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual current, actual, conscious knowledge (and not any implied, imputed or constructive knowledge) of any information that was facts contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (ia) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyerterminate this Agreement, or (iib) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate thereafter, but Seller shall, to the extent expressly provided elsewhere in this Agreement, whereupon, remain liable for the Deposit (less the Buyer’s share performance of the escrow cancellation charges) shall be delivered to Buyer and, subject to any all of its other obligations which expressly survive termination of under this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunder. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementthe Surviving Termination Obligations. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, Purchaser to the extent that, prior to the Close Closing, Purchaser obtains knowledge of Escrow, Buyer obtains actual knowledge facts (from whatever source, including, without limitation the property manager, or as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, Property or disclosure by Seller or Seller’s agents and employees) ), that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII from and after the Closing to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge obtained Purchaser’s Knowledge (as defined below) of any information that was contradictory to a breach of such representation or warranty; provided, however, if Buyer determines . If Purchaser obtains Knowledge prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)herein, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderbreach thereafter. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser obtains Knowledge of Escrow, Buyer obtains actual knowledge a breach of any such representation or warranty (from whatever source, including, without limitation the property manager, the tenant estoppel certificates, as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect), and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement (a “Purchaser Waived Breach”). For purposes of this Agreement, whenever the phrases “Purchaser’s Knowledge”, or the “Knowledge” of Purchaser or words of similar import are used, they shall be deemed to refer to the current, actual, conscious knowledge only, and not any implied, imputed or constructive knowledge, without any independent investigation having been made or any implied duty to investigate, of Xxxxx Xxx and Xxxxx Xxxxxx (each a “Purchaser Representative” and collectively, the “Purchaser Representatives”). Purchaser represents that the Purchaser Representatives are those employees of Purchaser’s advisor currently responsible for overseeing the due diligence and underwriting of the acquisition of the Property and to whom the other members of the acquisition team of Purchaser reports. The Purchaser Representatives shall have no personal liability under this Agreement or otherwise with respect to the transactions contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer it shall not be entitled to rely on any representation or warranty made by Seller in this Article 6 VII, to the extentextent the Documents disclose information to the contrary or, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual current, actual, conscious knowledge (and not any implied, imputed or constructive knowledge) of any information that was facts contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a material breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (ia) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyerterminate this Agreement, or (iib) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreementthereafter, whereupon, the Deposit (less the Buyerexcept for liens resulting from Seller’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderacts. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser, Seller shall reimburse Purchaser’s actual third party out-of-pocket costs incurred in connection with this Agreement not to exceed a cumulative total of $25,000, and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementthe Surviving Termination Obligations. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, Purchaser to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge facts (from whatever source, including, without limitation, as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer it shall not be entitled to rely on any representation or warranty made by Seller in this Article 6 VII, to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual current, actual, conscious knowledge (and not any implied, imputed or constructive knowledge) of any information that was facts contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (ia) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyerterminate this Agreement, or (iib) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreementthereafter, whereupon, the Deposit (less the Buyerexcept for liens resulting from Seller’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderacts. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementthe Surviving Termination Obligations. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Buyer, Purchaser to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge facts (from whatever source, including, without limitation the property manager, the Tenant Estoppel Certificates (as hereinafter defined), as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation or warranty made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyerexercise its rights under Section 9.9 below if applicable, or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and in such event Seller shall have no further liability as to such matter thereafter thereafter, or (iii) as its sole remedy, terminate this Agreement in its entirety in the event of any untruth or inaccuracy of (x) the representations or warranties set forth in Sections 7.1.1, 7.1.2 or 7.1.3, or (y) the representations and warranties set forth in the other sections of Article VII, but only if such representations and warranties were not true or were inaccurate on the Effective Date and such untruth or inaccuracy is “Material” (defined below). The term “Material” as used in this Section 7.4 shall mean a liability or loss reasonably anticipated to arise out of an untruth or inaccuracy of the representations or warranties set forth in Article VII which (i) exceeds $500,000.00 for each affected Property, or (ii) results from fraud or willful misconduct on the part of Seller. In the event that Purchaser elects to terminate this Agreement, whereupon, the parties shall have no liability to each other hereunder and the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered returned to Buyer and, subject to any obligations which expressly survive termination Purchaser and the Seller Letter of this Agreement, this Agreement Credit shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunder. In the event the Buyer fails to timely respond be returned to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer and neither Buyer nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreement. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation the property manager, the tenant estoppel certificates or the Seller’s Estoppel Certificates delivered pursuant to Section 10.1.1 below, as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreement, whereupon, the Deposit (less the Buyer’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderthereafter. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation the property manager, the tenant estoppel certificates, as a result of Buyer’s Purchaser's due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s 's agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.

Change in Representation/Waiver. Notwithstanding anything to the contrary contained herein, Buyer Purchaser acknowledges that Buyer Purchaser shall not be entitled to rely on any representation made by Seller in this Article 6 VII to the extent, prior to or at the Close of EscrowClosing, Buyer Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Buyer Purchaser determines prior to Close of Escrow Closing that there is a breach of any of the representations and warranties made by Seller above (which breach is not cured by Seller within ten (10) business days)above, then Buyer Purchaser may, at its option, notify the by sending to Seller of such matter (“Buyer’s Change Notice”). Seller shall have a period of three (3) business days after receipt of Buyer’s Change Notice in which to deliver written notice to Buyer (“Seller’s Change Notice”) of Seller’s its election to either (i) agree to correct the objectionable items prior to the Close of Escrow in a manner reasonably satisfactory to Buyer, terminate this Agreement or (ii) decline to address such items. In the event Seller does not timely issue Seller’s Change Notice, Seller shall be deemed to have elected to decline to address such items. If Seller notifies, or is deemed to have notified, Buyer of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Change Notice (or five (5) days after the date Seller was required to deliver Seller’s Change Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall waive such breach and/or conditions and proceed to Close of Escrow Closing with no adjustment in the Purchase Price, Price and Seller shall have no further liability as to such matter thereafter or (y) terminate this Agreementthereafter, whereupon, the Deposit (less the Buyerexcept for liens resulting from Seller’s share of the escrow cancellation charges) shall be delivered to Buyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or obligations to the other hereunderacts. In the event the Buyer fails to timely respond to Seller’s Change Notice, Buyer shall be deemed to have elected to proceed under clause (x) of the preceding sentence. In the event Buyer Purchaser terminates this Agreement for the reasons set forth above, the portion of the Deposit to which Buyer is entitled shall be immediately refunded to Buyer Purchaser and neither Buyer Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than as to those matters which expressly survive closing or termination of this Agreementunder Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to BuyerPurchaser, to the extent that, prior to the Close Closing, Purchaser discovers or learns of Escrow, Buyer obtains actual knowledge information (from whatever source, including, without limitation the property manager, the tenant estoppel certificates or any Seller’s Estoppel delivered pursuant to Section 10.2.2 below, as a result of BuyerPurchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Buyer Purchaser nevertheless consummates the transaction contemplated by this Agreement.