REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE TENANT. To induce the Purchaser to enter into this Agreement and to consummate the transactions described in this Agreement, the Seller and the Tenant, as applicable, hereby provide the representations and warranties set forth in this Article 4, all of which representations and warranties are correct and complete as of the Effective Date, except as set forth in the disclosure statement to be provided to Purchaser by Seller within seven (7) Calendar Days of the Effective Date and attached hereto as Exhibit B and incorporated herein by reference (the “Disclosure Statement”), which Disclosure Statement will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article 4. There shall be no personal liability on the part of the members, managers, officers, directors, shareholders, agents, representatives or employees of the Seller, the Tenant, the Company or its Subsidiaries arising out of any of the representations or warranties made herein. In the event that, prior to the Closing, the Seller and/or the Tenant learns, or has reason to believe, that certain facts or circumstances have occurred subsequent to the Effective Date which cause any of the following representations and warranties to not be true in all respects (with respect to any representations or warranties qualified by materiality limitations) or in all material respects (with respect to all other representations and warranties), then Seller and/or the Tenant, as applicable, shall promptly give written Notice thereof to Purchaser and the Purchaser’s Closing Condition in Section 7.1.2 shall be deemed to be unsatisfied. In the event such facts or circumstances are not the result of a breach by Seller or the Tenant of their respective covenants and obligations under this Agreement, then Purchaser’s sole and exclusive remedy shall be: (a) to elect to terminate this Agreement and the Escrow pursuant to Section 7.2(b)(ii) hereof; or (b) to elect to waive such Purchaser’s Closing Condition Failure and purchase and acquire the Company Shares upon the terms and conditions set forth in this Agreement pursuant to Section 7.2(b)(i) hereof, subject to the matters which caused the representations and warranties not to be true in all respect or all material respects, as applicable, in which case such representations and warranties shall be automatically modified to such extent, and none of the Seller, the Tenant and Heritage shall have any liability under this Agreement (includ...
