Common use of Pre-Closing Knowledge Clause in Contracts

Pre-Closing Knowledge. If at any time after the Effective Date, either Purchaser or any Seller obtains any actual knowledge that any representation or warranty of Sellers contained herein is untrue in any material manner, said party shall promptly disclose such fact in writing to the other parties hereto. If such misrepresentation was not intentional or did not result from the act of a Seller or its affiliates or agents to cause the representation or warranty to become untrue, such Seller shall not be in default under this Agreement and the sole remedy of Purchaser shall be to (i) proceed to the applicable Closing (subject to the terms of this Agreement), in which case Purchaser shall be deemed to have waived its rights with respect to any such breach of representation or warranty, or (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3. Notwithstanding anything to the contrary set forth in this Agreement, none of the foregoing individuals shall have any personal liability whatsoever with respect to any matters set forth in this Agreement.

Pre-Closing Knowledge. If at any time after the Effective Date, either Purchaser or any Seller obtains any actual knowledge that any representation or warranty of Sellers contained herein is untrue in any material manner, said party shall promptly disclose such fact in writing to the other parties hereto. If such misrepresentation was not intentional or did not result from the act of a Seller or its affiliates or agents to cause the representation or warranty to become untrue, such Seller shall not be in default under this Agreement and the sole remedy of Purchaser shall be to (i) proceed to the applicable Closing (subject to the terms of this Agreement), in which case Purchaser shall be deemed to have waived its rights with respect to any such breach of representation or warranty, or (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such the Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3. Notwithstanding anything to the contrary set forth in this Agreement, none of the foregoing individuals shall have any personal liability whatsoever with respect to any matters set forth in this Agreement.

Pre-Closing Knowledge. If at any time after the Effective Dateexecution of this Agreement, either Purchaser or Seller becomes aware of any Seller obtains any actual knowledge that any fact or information which causes a representation or and warranty of Sellers contained herein is in this Agreement to become untrue in any material mannerrespect, said party shall promptly disclose such fact in writing to the other parties party hereto. If such misrepresentation was the party making the representation has taken no willful act which is not intentional or did not result from the act of a Seller or its affiliates or agents permitted under this Agreement to cause the representation or warranty to become untrue, such Seller said party shall not be in default under this Agreement and the sole remedy of Purchaser the other party shall be to either (i) proceed to terminate this Agreement by written notice within five (5) business days of the applicable Closing date on which the non-breaching party becomes aware of such fact (subject to the terms of this Agreement“Notice Date”), in which event this Agreement, without further action of the parties, shall become null and void such that neither party shall have any further rights or obligations under this Agreement except for those rights and obligations which by their terms expressly survive any such termination, or (ii) elect to proceed to Closing, in which case Purchaser such non-breaching party shall be deemed to have waived its rights with respect to any such breach of representation or warranty. In the event the non-breaching party fails to deliver such termination notice to the breaching party on or before the Notice Date, or then the non-breaching party shall conclusively be deemed to have elected to proceed under clause (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3preceding sentence. Notwithstanding anything to the contrary set forth in this AgreementAgreement and without limitation to anything in Section 10.6 below, none of Purchaser and Seller are prohibited from making any claims against the foregoing individuals shall have any personal liability whatsoever other party hereto after the Closing with respect to any matters set forth breaches of the other party’s representations and warranties contained in this Agreement.Agreement that the claiming party has actual knowledge of prior to the Closing. Notwithstanding clause (i) above in this Section 7.3, in the event the representation and warranty in Section 10.1.5 below becomes untrue and Purchaser does not have the right to terminate this Agreement under Section 5 above, then Purchaser shall not have the right to terminate the Agreement under this Section 7.3 (however, Purchaser shall have the rights provided under Section 5 above). 22043518.5 -11-

Pre-Closing Knowledge. If at any time after the Effective Dateexecution of this Agreement, either Purchaser or Seller becomes aware of any Seller obtains any actual knowledge that any fact or information which makes a representation or and warranty of Sellers contained herein is in this Agreement to become untrue in any material mannerrespect, said party shall promptly disclose such fact in writing to the other parties party hereto. If such misrepresentation was the party making the representation has taken no willful act which is not intentional or did not result from the act of a Seller or its affiliates or agents permitted under this Agreement to cause the representation or warranty to become untrue, such Seller said party shall not be in default under this Agreement and the sole remedy of Purchaser the other party shall be to either (i) proceed to terminate this Agreement by written notice within five (5) business days of the applicable Closing date on which the non-breaching party becomes aware of such fact (subject to the terms of this Agreement“Notice Date”), in which event this Agreement, without further action of the parties, shall become null and void such that neither party shall have any further rights or obligations under this Agreement except for those rights and obligations which by their terms expressly survive any such termination, or (ii) elect to proceed to Closing, in which case Purchaser such non-breaching party shall be deemed to have waived its rights with respect to any such breach of representation or warranty. In the event the non-breaching party fails to deliver such termination notice to the breaching party on or before the Notice Date, or then the non-breaching party shall conclusively deemed to have elected to proceed under clause (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3preceding sentence. Notwithstanding anything to the contrary set forth in this AgreementAgreement and without limitation to anything in Section 10.6 below, none of Purchaser and Seller are prohibited from making any claims against the foregoing individuals shall have any personal liability whatsoever other party hereto after the Closing with respect to any matters set forth breaches of the other party’s representations and warranties contained in this AgreementAgreement that the claiming party has actual knowledge of prior to the Closing. Notwithstanding clause (i) above in this Section 7.3, in the event the representation and warranty in Section 10.1.5 below (concerning condemnation) becomes untrue and Purchaser does not have the right to terminate this Agreement under Section 5 above, then Purchaser shall not have the right to terminate the Agreement under this Section 7.3 (however, Purchaser shall have the rights provided under Section 5 above.)

Pre-Closing Knowledge. If at any time after the Effective Dateexecution of this Agreement, either Purchaser or Seller becomes aware of any Seller obtains any actual knowledge that any fact which makes a representation or and warranty of Sellers contained herein is in this Agreement to become untrue in any material mannerrespect, said party shall promptly disclose such fact in writing to the other parties party hereto. If such misrepresentation was Provided, that the party making the representation has taken no willful act which is not intentional or did not result from the act of a Seller or its affiliates or agents permitted under this Agreement to cause the representation or warranty to become untrue, such Seller said party shall not be in default under this Agreement and the sole remedy of Purchaser the other party shall be to either (i) proceed to terminate this Agreement by written notice within five (5) business days of the applicable Closing date on which the non-breaching party receives written notice from the breaching party (subject to the terms of this Agreement“Notice Date”), in which event this Agreement, without further action of the parties, shall become null and void such that neither party shall have any further rights or obligations under this Agreement except for those rights and obligations which by their terms expressly survive any such termination, or (ii) elect to proceed to Closing, in which case Purchaser such party shall be deemed to have waived its rights with respect to any such breach of representation or warranty. In the event the non-breaching party fails to deliver such termination notice to the breaching party on or before the Notice Date, or then the non-breaching party shall conclusively deemed to have elected to proceed under clause (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3preceding sentence. Notwithstanding anything to the contrary set forth in this AgreementAgreement and without limitation to anything in Section 10.4 below, none of Purchaser and Seller are prohibited from making any claims against the foregoing individuals shall have any personal liability whatsoever other party hereto after the Closing with respect to any matters set forth breaches of the other party’s representations and warranties contained in this AgreementAgreement that the claiming party has actual knowledge of prior to the Closing. Nowithstanding clause (i) above in this Section 7.3, in the event the representation and warranty in Section 10.1.6 below becomes untrue and Purchaser does not have the right to terminate this Agreement under Section 5 above, then Purchaser shall not have the right to terminate the Agreement under this Section 7.3 (however, Purchaser shall have the rights provided under Section 5 above.).

Pre-Closing Knowledge. If at any time after the Effective Dateexecution of this Agreement, either Purchaser or Buyer becomes aware of any Seller obtains any actual knowledge that any fact which makes a representation or and warranty of Sellers Seller contained herein is in this Agreement become untrue in any material manneradverse respect (“Materially Untrue”), said party Buyer shall promptly disclose such fact in writing to Seller, which shall have five (5) days to cure any matter or matters that may be making any such representation or warranty Materially Untrue and if necessary the other parties heretoClosing shall be postponed until said party has cured such matter or matters. If such misrepresentation was Provided that (i) Seller has taken no willful act which is not intentional or did not result from the act of a Seller or its affiliates or agents permitted under this Agreement to cause the representation or warranty to become untrueMaterially Untrue, and (ii) the matter(s) causing such representation to be Materially Untrue have not been so cured, then Seller shall not be in default under this Agreement and the sole remedy of Purchaser Buyer shall be to either (ia) terminate this Agreement by written notice within two (2) Business Days after the expiration of the cure period or any extension thereof, if such breach has not been cured, or (b) elect to proceed to the applicable Closing (subject to the terms of this Agreement)Closing, in which case Purchaser Buyer shall be deemed to have waived its rights with respect to any such breach of representation or warranty, or (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written . Absent any notice to Sellers within five Business Days after the expiration of such cure period or contrary, Buyer shall conclusively be deemed to have elected to proceed under clause (Ba) if such breach of representation or warranty would not cause a Purchaser Closing Condition above. If Buyer elects to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of terminate this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3. Notwithstanding anything to the contrary set forth in this Agreement, none of the foregoing individuals then neither party shall have any personal liability whatsoever further rights or obligations under this Agreement except for those that expressly survive Closing. Buyer shall be prohibited from making any claims against Seller after the Closing with respect to any matters set forth in this Agreementbreaches of Seller’s representations and warranties as to which Buyer had knowledge prior to the Closing.

Pre-Closing Knowledge. If at any time after the Effective Dateexecution of this Agreement, either Purchaser or Seller becomes aware of any Seller obtains any actual knowledge that any fact or information which causes a representation or and warranty of Sellers contained herein is in this Agreement to become untrue in any material mannerrespect, said party shall promptly disclose such fact in writing to the other parties party hereto. If such misrepresentation was the party making the representation has taken no willful act which is not intentional or did not result from the act of a Seller or its affiliates or agents permitted under this Agreement to cause the representation or warranty to become untrue, such Seller said party shall not be in default under this Agreement and the sole remedy of Purchaser the other party shall be to either (i) proceed to terminate this Agreement by written notice within five (5) business days of the applicable Closing date on which the non-breaching party becomes aware of such fact (subject to the terms of this Agreement“Notice Date”), in which event this Agreement, without further action of the parties, shall become null and void such that neither party shall have any further rights or obligations under this Agreement except for those rights and obligations which by their terms expressly survive any such termination, or (ii) elect to proceed to Closing, in which case Purchaser such non-breaching party shall be deemed to have waived its rights with respect to any such breach of representation or warranty. In the event the non-breaching party fails to deliver such termination notice to the breaching party on or before the Notice Date, or then the non-breaching party shall conclusively be deemed to have elected to proceed under clause (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3preceding sentence. Notwithstanding anything to the contrary set forth in this AgreementAgreement and without limitation to anything in Section 10.6 below, none of Purchaser and Seller are prohibited from making any claims against the foregoing individuals shall have any personal liability whatsoever other party hereto after the Closing with respect to any matters set forth breaches of the other party’s representations and warranties contained in this Agreement.Agreement that the claiming party has actual knowledge of prior to the Closing. Notwithstanding clause (i) above in this Section 7.3, in the event the representation and warranty in Section 10.1.5 below becomes untrue and Purchaser does not have the right to terminate this Agreement under Section 5 above, then Purchaser shall not have the right to terminate the Agreement under this Section 7.3 (however, Purchaser shall have the rights provided under Section 5 above). 22043518.5 -11- 7.4

Pre-Closing Knowledge. If at any time after the Effective Dateexecution of this Agreement, either Purchaser or Seller becomes aware of any Seller obtains any actual knowledge that any fact or information which makes a representation or and warranty of Sellers Seller contained herein is in this Agreement to become untrue “in any material mannerrespect” (defined below), said party shall promptly disclose such fact in writing to the other parties party hereto. If such misrepresentation was Seller has not intentional or did not result from the taken a willful act of a Seller or its affiliates or agents which is unpermitted under this Agreement to cause the representation or warranty to become untrue, such Seller shall not be in default under this Agreement and the sole remedy of Purchaser shall be to either (i) proceed terminate this Agreement by written notice within five (5) business days of the date on which Purchaser becomes aware of such fact (“Notice Date”), in which event the Xxxxxxx Money (excluding the Option Fee, which shall be paid to Seller) shall be returned to Purchaser, and this Agreement, without further action of the applicable Closing parties, shall become null and void such that neither party shall have any further rights or obligations under this Agreement except for those rights and obligations which by their terms expressly survive any such termination, or (ii) subject to the terms provisions of this Agreement), elect to proceed to Closing, in which case Purchaser shall be deemed to have waived its rights with respect to any such breach of representation or warranty. In the event that Purchaser fails to deliver such termination notice to Seller on or before the Notice Date, or then Purchaser shall conclusively deemed to have elected to proceed under clause (ii) solely of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement and without limitation to anything in Section 10.6 below, Purchaser is prohibited from making any claims against Seller after the Closing with respect to any breaches of Seller’s representations and warranties contained in this Agreement that Purchaser has actual knowledge of prior to the Closing. Notwithstanding clause (i) above in this Section 7.3, in the event that Seller fails the representation and warranty in Section 10.1.5 below (concerning condemnation) is true on the Effective Date and thereafter becomes untrue and Purchaser does not have the right to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement under Section 5 above, then Purchaser shall not have the right to terminate the Agreement under this Section 7.3 (however, Purchaser shall have the rights provided under Section 5 above). For purposes of this Section 7.3, the term “in its entirety any material respect” shall mean that any inaccuracy in such matter (but for the avoidance together with all other breaches of doubtrepresentations and warranties set forth in this Agreement, if a Closing has already occurred, such Closing any) will have an adverse monetary effect on the Property which exceeds Two Hundred Fifty Thousand and the provisions 00/100 Dollars ($250,000). For purposes of this Agreement with respect thereto Section 7.3, Purchaser’s “knowledge”, “actual knowledge”, or words of similar import, shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition deemed to be unsatisfiedthe collective knowledge of Xxxx X. Xxxxxxx, proceed Xxxxxx X. Xxxxxxx, and Xxx Xxxxx, each of whom shall be deemed to have actual knowledge of the applicable Closing (subject to the terms employees and consultants of this Agreement) without waiving Purchaser and/or its rights affiliates that have conducted any due diligence investigations on behalf of Purchaser and/or its affiliates with respect to such breach the Property, and all matters disclosed by the Disclosures (hereinafter defined), and any other documentation of representation Seller which was delivered to, or warranty (but subject in all respects to the other express limitations of this Agreementmade available for review by, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3Purchaser. Notwithstanding anything to the contrary set forth in this Agreement, none of the foregoing individuals Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx or Xxx Xxxxx shall have any personal liability or liability whatsoever with respect to any matters set forth in this AgreementAgreement or the transactions contemplated hereby.

Pre-Closing Knowledge. If at any time after the Effective Dateexecution of this Agreement, either Purchaser or Seller becomes aware of any Seller obtains any actual knowledge that any fact or information which makes a material representation or and warranty of Sellers contained herein is in this Agreement to become untrue in any material mannerrespect, said party shall promptly disclose such fact in writing to the other parties party hereto. If such misrepresentation was the party making the representation has taken no willful act which is not intentional or did not result from the act of a Seller or its affiliates or agents permitted under this Agreement to cause the representation or warranty to become untrue, such Seller said party shall not be in default under this Agreement and the sole remedy of Purchaser the other party shall be to either (i) proceed to terminate this Agreement by written notice within five (5) business days of the applicable Closing date on which the non-breaching party becomes aware of such fact (subject to the terms of this Agreement“Notice Date”), in which event the Xxxxxxx Money shall be returned to Purchaser, and this Agreement, without further action of the parties, shall become null and void such that neither party shall have any further rights or obligations under this Agreement except for those rights and obligations which by their terms expressly survive any such termination, or (ii) elect to proceed to Closing, in which case Purchaser such non- breaching party shall be deemed to have waived its rights with respect to any such breach of representation or warranty. In the event the non-breaching party fails to deliver such termination notice to the breaching party on or before the Notice Date, or then the non-breaching party shall conclusively deemed to have elected to proceed under clause (ii) solely in the event that Seller fails to cure such breach within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is 30 days from Purchaser’s foregoing written notice), (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination) by written notice to Sellers within five Business Days after the expiration of such cure period or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to the applicable Closing (subject to the terms of this Agreement) without waiving its rights with respect to such breach of representation or warranty (but subject in all respects to the other express limitations of this Agreement, including without limitation Section 11.1). The actual knowledge of Purchaser for the purposes of this Agreement shall mean the actual (and not imputed, implied or constructive) knowledge of the individuals set forth on Schedule 7.3preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement, none of Purchaser and Seller are prohibited from making any claims against the foregoing individuals shall have any personal liability whatsoever other party hereto after the Closing with respect to any matters set forth breaches of the other party’s representations and warranties contained in this AgreementAgreement that the claiming party has actual knowledge of prior to the Closing. Notwithstanding clause (i) above in this Section 7.3, in the event the representation and warranty in Section 10.1.5 below becomes untrue and Purchaser does not have the right to terminate this Agreement under Section 5 above, then Purchaser shall not have the right to terminate the Agreement under this Section 7.3 (however, Purchaser shall have the rights provided under Section 5 above.)