Limitations with respect to Seller’s Representations. (i) The representations and warranties of Seller set forth in Section 10(c) and Section 10(d) are subject to the following limitation: in the event that (A) prior to the Closing, Purchaser shall obtain knowledge of any information that is contradictory to, and would constitute the basis of a breach of, any representation or warranty of Seller and (B) Purchaser does not, prior to Closing deliver to Seller notice of such information specifying the representation, warranty or condition to which such information relates, then such representations and warranties shall be deemed modified to conform to such information and Purchaser shall be deemed to have knowledge thereof, and Purchaser shall not be entitled to bring any action after the Closing Date based on such information. For all purposes of this Agreement, Purchaser’s knowledge shall be deemed to include (A) all facts and items disclosed in the Schedules attached hereto, (B) all information posted to xxxxx://xxxxxxxx.xxxxxxxxxx.xxx/web/index.html?brandId=1#workspace/11248715/documents (the “Data Site”) as of the date which is two (2) business days prior to the Effective Date (or, for purposes of Section 9(b)(i), two (2) business days prior to the Closing Date, as applicable), (C) all information set forth in the Third Party Reports and any updates to any of the foregoing obtained by or on behalf of or delivered to Purchaser, in each case, as of the date which is two (2) business days prior to the Effective Date (or, for purposes of Section 9(b)(i), two (2) business days prior to the Closing Date, as applicable), (D) all information set forth in any written reports obtained by or on behalf of or delivered to Purchaser in connection with Purchaser’s due diligence, and (E) all information disclosed to Purchaser or Purchaser’s outside regulatory counsel in writing and received as of the date which is two (2) business days prior to the Effective Date (or, for purposes of Section 9(b)(i), two (2) business days prior to the Closing Date, as applicable).
Limitations with respect to Seller’s Representations. The representations and warranties of Seller set forth in Sections 11(c), (d) and (e) are subject to the following limitations: (i) except to the extent that any such breach results from any actions or omissions of Seller, Seller does not represent or warrant that any particular Resident Agreement, Contract or Operating Contract will be in force or effect as of the Closing or that the residents or contractors thereunder, as applicable, will not be in default thereunder and (ii) in the event that (A) prior to the Closing, Purchaser shall obtain Actual Knowledge (other than through any estoppel certificate delivered pursuant to this Agreement) of any information that is contradictory to, and would constitute the basis of a breach of, any representation or warranty of Seller and (B) Purchaser does not, prior to Closing deliver to Seller notice of such information specifying the representation, warranty or condition to which such information relates, then such representations and warranties shall be deemed modified to conform to such provisions and Purchaser shall be deemed to have knowledge thereof, and Purchaser shall not be entitled to bring any action after the Closing Date based on such information.
