Common use of Limitations Regarding Representations and Warranties Clause in Contracts

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge”, “to the best of Seller’s actual knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. Xxxxx, Xx., Vice President-Regional Director of FSP Property Management LLC, without any obligation on such individual’s part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall consummate the acquisition of the Property subject thereto, subject to the provisions of Article 4 below; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains such knowledge of any Exception Matters, in which case Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller is obligated to deliver hereunder.

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to the best of Seller’s actual knowledge”, ,” “to the best of Seller’s actual knowledge,” “to Seller’s knowledge,” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. XxxxxXxxxx Xxxxxx, Xx.the asset manager for the Property and a vice president of AEW Capital Management, Vice President-Regional Director of FSP Property Management LLCL.P., without any obligation on such individual’s his part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. For the avoidance of doubt, neither Xxxxx Xxxxxx nor AEW Capital Management, L.P. shall have any liability whatsoever under this Agreement or in connection with the transaction contemplated hereby, or otherwise. Notwithstanding any provision contained in this Agreement to the contrary, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters, either before or after Closing. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall may consummate the acquisition of the Property subject thereto, subject thereto without reduction in the Purchase Price if Buyer determines to proceed with the provisions purchase of the Property pursuant to Article 4 below4; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date end of the Inspection Period and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains learns of such knowledge of any Exception Matters; provided, in which case further, that Seller shall reimburse Buyer may void such termination notice by curing the Exception Matters within ten (10) business days following Buyer’s termination notice (Closing to be extended as necessary to provide for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000such cure period). Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. It is understood that if Buyer obtains knowledge of any Exception Matters prior to the end of the Inspection Period and does not terminate this Agreement prior to the end of the Inspection Period, then Buyer will be deemed to have approved the same and agreed to close subject thereto without any reduction in the Purchase Price. If an Exception Matter is the result of a breach by Seller of its obligations under this Agreement, Buyer may pursue any applicable remedies of Buyer for such breach under Section 10.2. Each of Seller and Buyer agrees to inform Seller the other promptly in writing if it obtains knowledge discovers that any representation or warranty of Seller is inaccurate in any material respect, respect or if it believes that Seller has failed to deliver to Buyer any document or material which Seller it is obligated to deliver hereunder, in which event Seller shall promptly make same available to Buyer.

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to the best of Seller’s actual knowledge”, ,” “to the best of Seller’s actual knowledge,” “to Seller’s knowledge,” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. XxxxxXxxxx the asset manager for the Property and a vice president of AEW Capital Management, Xx., Vice President-Regional Director of FSP Property Management LLCL.P., without any obligation on such individual’s his part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. For the avoidance of doubt, neither Xxx Xxxxx nor AEW Capital Management, L.P. shall have any liability whatsoever under this Agreement or in connection with the transaction contemplated hereby, or otherwise. Notwithstanding any provision contained in this Agreement to the contrary, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters, either before or after Closing. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall may consummate the acquisition of the Property subject thereto, subject thereto without reduction in the Purchase Price if Buyer determines to proceed with the provisions purchase of the Property pursuant to Article 4 below4; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date end of the Inspection Period and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains learns of such knowledge of any Exception Matters; provided, in which case further, that Seller shall reimburse Buyer may void such termination notice by curing the Exception Matters within ten (10) business days following Buyer’s termination notice (Closing to be extended as necessary to provide for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000such cure period). Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. It is understood that if Buyer obtains knowledge of any Exception Matters prior to the end of the Inspection Period and does not terminate this Agreement prior to the end of the Inspection Period, then Buyer will be deemed to have approved the same and agreed to Close subject thereto without reduction in the Purchase Price. If an Exception Matter is the result of a breach by Seller of its obligations under this Agreement, Buyer may pursue any applicable remedies of Buyer for such breach under Section 10.2. Each of Seller and Buyer agrees to inform Seller the other promptly in writing if it obtains knowledge discovers that any representation or warranty of Seller is inaccurate in any material respect, respect or if it believes that Seller has failed to deliver to Buyer any document or material which Seller it is obligated to deliver hereunder, in which event Seller shall promptly make same available to Buyer.

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “"to Seller’s 's knowledge", "to Seller's actual knowledge”", “"to the best of Seller’s 's actual knowledge” " or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. XxxxxDavid H. deVilliers, Xx.Jr., Vice President-Regional Director of FSP Property Management LLC, without any obligation on such individual’s withxxx xxx xxxxxxxxxx xx xxs part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall may consummate the acquisition of the Property subject thereto, subject to the provisions of Article 4 below; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date end of the Study Period and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains such knowledge of any Exception Matters, in which case Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000Deposit. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge discovers that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller it is obligated to deliver hereunder.

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge”, “to the best of Seller’s actual knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx Xxxxxxx X. Xxxxx, Xx.Friend, Vice President-—Regional Director of FSP Property Management LLCLLC (the “Seller Knowledge Party”), without any obligation on such individual’s 's part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. The Seller Knowledge Party is the representative of Seller who has primary asset management responsibilities for the Property on behalf of Seller. Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall consummate the acquisition of the Property subject thereto, subject to the provisions of Article 4 below; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date end of the Inspection Period and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains such knowledge of any Exception Matters, in which case Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000. Upon any such termination of this Agreement, neither party shall have any further rights or nor obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller is obligated to deliver hereunder.

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge”, “to the best of Seller’s actual knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. Xxxxx, Xx., in his capacity as Executive Vice President-Regional Director President of FSP Property Management LLC, and not individually, without any obligation on such individual’s part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. Except for any Exception Matters that arise out of the intentional acts or intentional omissions of Seller in violation of the express terms of this Agreement, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters, whether or not Closing occurs hereunder. If prior to 5:00 p.m. Eastern Time Zone (U.S.A.) on the date that is five (5) Business Days before the date of the expiration of the Inspection Period Buyer obtains actual knowledge of either any facts or circumstances that render Seller’s representations and warranties inaccurate or false in any respect (“Changed Conditions”) or Exception Matters before the Closingand does not terminate this Agreement in accordance with Section 4.4 hereof, Buyer shall consummate the acquisition of the Property subject thereto, subject to the provisions of Article 4 below; provided, however, if such Exception Matters and such Changed Conditions. If Buyer first obtains actual knowledge of any Exception Matters or Changed Conditions between 5:00 p.m. Eastern Time Zone (U.S.A.) on the Effective Date date that is five (5) Business Days before the date of the expiration of the Inspection Period and the Closing, which Exception Matters Matters, in Buyer’s sole but reasonable discretion, materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit (to the extent previously funded) upon written notice given within on or before the date that is five (5) business days Business Days after Buyer obtains such actual knowledge of any such Changed Conditions or Exception Matters, . If (i) any representation of Seller in which case this Section was untrue in any material respect when made or (ii) any Changed Condition arises as a result of the intentional acts or omissions of Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with violation of the express terms of this Agreement, then Buyer shall also have the remedies set forth in an amount not to exceed $100,000Section 10.2 of this Agreement. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller is obligated to deliver hereunder.

Limitations Regarding Representations and Warranties. As used in this Agreement, Agreement or in any other agreement, document, certificate or instrument delivered by Seller to BuyerPurchaser, the phrase “to Seller’s actual knowledge”, “"to the best of Seller’s 's actual knowledge” ", "to the best of Seller's knowledge" or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. XxxxxVickx Xxxxxxx, Xx.xxo is the Executive Vice President and Chief Financial Officer of Prom Management Group, Vice President-Regional Director of FSP Property Management LLCInc., which is the property manager for the properties subject to this Agreement, without any obligation on such individual’s her part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall consummate the acquisition of the Property subject thereto, subject to the provisions of Article 4 below; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains such knowledge of any Exception Matters, in which case Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer Purchaser agrees to inform Seller promptly in writing if it obtains knowledge discovers that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer Purchaser any document or material which Seller it is obligated to deliver hereunder. Seller agrees that all representations and warranties of Seller shall survive for six months following the Closing. If Purchaser has actual knowledge that any representation or warranty of Seller is not true and correct as of the Closing Date and elects to purchase the Business notwithstanding such fact, Purchaser shall be deemed to have waived such specific breach of representation and warranty and to have released Seller from all liability or responsibility in connection therewith, and neither Purchaser nor Purchaser's permitted assignees or successors shall be entitled to commence any action or to recover damages from Seller based upon such specific breach of a representation or warranty. If Purchaser has actual knowledge that any representation or warranty of Seller is not true and correct as of the Closing Date and elects not to purchase the Business, then this Agreement shall terminate, Purchaser shall, as its sole and exclusive remedy, receive back the Deposit and neither party shall have any further liability to the other except with respect to any such liability that expressly survives a termination of this Agreement.

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to the best of Seller’s actual knowledge”, ,” “to the best of Seller’s actual knowledge,” “to Seller’s knowledge,” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. Xxxxx, Xx.the asset manager for the Property and a vice president of AEW Capital Management, Vice President-Regional Director of FSP Property Management LLCL.P., without any obligation on such individual’s his part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. For the avoidance of doubt, neither Xxx Xxxxx nor AEW Capital Management, L.P. shall have any liability whatsoever under this Agreement or in connection with the transaction contemplated hereby, or otherwise. Notwithstanding any provision contained in this Agreement to the contrary, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters, either before or after Closing. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall may consummate the acquisition of the Property subject thereto, subject thereto without reduction in the Purchase Price if Buyer determines to proceed with the provisions purchase of the Property pursuant to Article 4 below4; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date end of the Inspection Period and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains learns of such knowledge of any Exception Matters; provided, in which case further, that Seller shall reimburse Buyer may void such termination notice by curing the Exception Matters within ten (10) business days following Buyer’s termination notice (Closing to be extended as necessary to provide for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000such cure period). Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. It is understood that if Buyer agrees to inform Seller promptly in writing if it obtains knowledge that of any representation or warranty Exception Matters prior to the end of Seller is inaccurate in the Inspection Period and does not terminate this Agreement prior to the end of the Inspection Period, then Buyer will be deemed to have approved the same and agreed to close subject thereto without any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller is obligated to deliver hereunder.reduction in

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to the best of Seller’s actual knowledge”, “to the best of Seller’s actual knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. XxxxxJxxxx Xxxxxxx, Xx.of AEW Capital Management, Vice President-Regional Director of FSP Property Management LLCL.P., and Exxx Xxxxxx, without any obligation on such individual’s part either of their parts to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like; provided that, notwithstanding the foregoing, Mx. Xxxxxxx and Mx. Xxxxxx shall make inquiry of representatives of Seller’s management company for the Property. Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall may consummate the acquisition of the Property subject thereto, subject thereto if Buyer determines to proceed with the provisions purchase of the Property pursuant to Article 4 below4; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date end of the Inspection Period and the Closing, which Exception Matters materially (other than liens voluntarily created by Seller, mechanics’ liens filed against the Property for worked performed at Seller’s direction and adversely attachments by creditors of Seller, each of which Seller shall be obligated to remove or cause Buyer’s title company to insure over) would reasonably be expected to have an adverse affect the value to Buyer of the transactions contemplated by this AgreementAgreement in an amount equal to or greater than $250,000 in the opinion of an institutional real estate sales broker selected by Seller and Buyer, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains such knowledge of any Exception Matters, in which case to the Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000on or before the Closing Date. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge discovers that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller it is obligated to deliver hereunder.

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to the best of Seller’s actual knowledge”, ,” “to the best of Seller’s actual knowledge,” “to Seller’s knowledge,” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. XxxxxXxxx Xxxxxx of AEW Capital Management, Xx., Vice President-Regional Director of FSP Property Management LLCL.P., without any obligation on such individual’s his part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. For the avoidance of doubt, neither Xxxx Xxxxxx nor AEW Capital Management, L.P. shall have any liability whatsoever under this Agreement or in connection with the transaction contemplated hereby, or otherwise. The representations and warranties made by Seller shall be deemed modified by the Exception Matters. Accordingly, and notwithstanding any provision contained in this Agreement to the contrary, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters, either before or after Closing. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall may consummate the acquisition of the Property subject thereto, subject thereto without reduction in the Purchase Price if Buyer determines to proceed with the provisions purchase of the Property pursuant to Article 4 below4; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date end of the Inspection Period and the Closing, which Exception Matters alter Seller’s representations and warranties so as to materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains learns of such knowledge of any Exception Matters; provided, in which case further, that Seller shall reimburse Buyer may void such termination notice by curing the Exception Matters within ten (10) business days following Buyer’s termination notice (Closing to be extended as necessary to provide for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000such cure period). Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge discovers that any an Exception Matter alters a representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller it is obligated to deliver hereunder.

Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge”, “"to the best of Seller’s 's actual knowledge” ", "to the best of Seller's knowledge", "to Seller's knowledge" or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. XxxxxAlfrxx XxxxxXxxxx xxx Richxxx Xxxxx xx AEW Capital Management, Xx., Vice President-Regional Director of FSP Property Management LLCL.P., without any obligation on such individual’s his part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. Seller represents and warrants that Alfrxx XxxxxXxxxx xxx Richxxx Xxxxx xxx the individuals at AEW Capital Management, L.P. with primary asset management responsibilities for the Property. Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall may consummate the acquisition of the Property subject thereto, subject thereto if Buyer determines to proceed with the provisions purchase of the Property pursuant to Article 4 below6; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date date hereof and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains learns of such knowledge of any Exception Matters, in which case Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge discovers that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller it is obligated to deliver hereunder.