Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of Seller set forth in Section 5.1 hereof shall survive Closing for a period of nine (9) months (the “Survival Period”).
Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of each Seller Entity in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) shall survive Closing for a period of one hundred eighty (180) days (the “Survival Period”). Seller Entity will not take any action that would cause any of the Seller Representations to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: (i) occurs between the Effective Date and the Closing Date (other than a change resulting from an action taken by a Seller Entity’s default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement), (iii) is expressly permitted under the terms of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is beyond the reasonable control of a Seller Entity to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination...
Limitations Regarding Seller’s 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 Xxxxxxx XxXxxxx, in his/her capacity as a member of the general partner of Seller and the person within Seller’s organization who is the most familiar with the day-to-day management and operation of the Property, and not individually, without any obligation on such individuals’ 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. If Buyer becomes aware prior to the Closing that any representation or warranty hereunder is untrue, or any covenant or condition to Closing has not been fulfilled or satisfied (if not otherwise waived by Buyer), and Buyer nonetheless proceeds to close on the purchase of the Property, then Buyer shall be deemed to have irrevocably and absolutely waived, relinquished and released all rights and claims against Seller for any damage or loss arising out of or resulting from such untrue representation or warranty or such unfulfilled or unsatisfied covenant or condition. Buyer agrees to inform Seller promptly in writing if it obtains actual 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 it is obligated to deliver hereunder.
Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of Seller in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) shall survive Closing for a period of one (1) year (the “Survival Period”). Additionally, in no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that (i) occurs between the Effective Date and the Closing Date (other than a change resulting from the Seller’s breach or default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing, (iii) is expressly permitted under the terms of this Agreement, or (iv) is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of any such change which is not expressly permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder).
Limitations Regarding Seller’s Representations and Warranties
