Exception Matter shall refer to a matter which would make a representation or warranty of Seller contained in this Agreement untrue or incorrect and which is disclosed to Buyer in the Due Diligence Materials or otherwise, or is otherwise discovered by Buyer before the Closing, including, without limitation, from interviews with the Management Company’s employees or any other person. If Buyer first obtains knowledge of any material Exception Matter after the Effective Date and such Exception Matter was not contained in the Due Diligence Materials, Buyer’s sole remedy shall be to terminate this Agreement on the basis thereof, upon written notice to Seller within five (5) Business Days following Buyer’s discovery of such Exception Matter, in which event the Deposit shall be disbursed to the Buyer. Buyer’s failure to give notice within five (5) Business Days after it has obtained actual knowledge of a material Exception Matter shall be deemed a waiver by Buyer of such Exception Matter. Seller shall have no obligation to cure or remedy any Exception Matter, and, subject to Buyer’s right to terminate this Agreement as set forth above, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. Upon any termination of this Agreement pursuant to this Section 3.2, neither party shall have any further rights or obligations hereunder, except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer obtains actual knowledge of any Exception Matter before the Closing, but nonetheless elects to proceed with the acquisition of the Property, Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement or in any Other Documents.
Exception Matter is defined in Section 3.3(a) of this Agreement.
Exception Matter means (a) any matters disclosed by the Due Diligence Materials, (b) any matter of which Buyer or the Buyer Parties have actual knowledge prior to Closing, “actual knowledge” meaning anything clearly described in any written document given to or obtained by Buyer or the Buyer Parties in connection with the transactions contemplated in this Agreement, and (c) any waived misrepresentations (pursuant to Section 5.3); and
Examples of Exception Matter in a sentence
No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the applicable due date, other than any security deposits (but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in Section 7.5 of this Agreement).
Purchaser and Seller will promptly notify each other in writing of any Exception Matter of which it obtains knowledge before the Closing.
Seller shall have the right to extend the Closing Date for up to ninety (90) days to endeavor to (i) cause a Seller’s Warranty that is subject to an Exception Matter to be true and correct in accordance with Section 3.3(b) of this Agreement, (ii) cure a Title Exception in accordance with Section 5.3(b) of this Agreement, or (iii) satisfy any of the Closing conditions set forth in Section 6.1 of this Agreement.
If Optionee obtained actual knowledge of any Exception Matter before the execution hereof, but nonetheless elects to execute this Agreement, Optionee shall consummate the acquisition of the Option Property subject to such Exception Matter and City shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, representation or warranty contained in this Agreement.
Buyer’s failure to give notice within ten (10) days after it has obtained knowledge of a material Exception Matter shall be deemed a waiver by Buyer of such Exception Matter.
More Definitions of Exception Matter
Exception Matter shall refer to a matter disclosed to Purchaser in writing or discovered by Purchaser before the Closing that would make any of said representations and warranties of Seller untrue or incorrect in all material respects at the time the same is made or as of Closing, including, without limitation, matters disclosed to Purchaser by Seller or by any other person, provided that Seller had no actual knowledge of such inaccuracy, as such actual knowledge is defined in Paragraph 5.1, when the representation or warranty was made on the execution of this Agreement. If a representation or warranty becomes inaccurate because of an Exception Matter or if such warranty or representation becomes inaccurate on or prior to Closing other than by reason of Seller's default hereunder, Purchaser may, upon being notified of such occurrence on or prior to Closing either (a) terminate this Agreement and neither party shall have any further rights or obligations hereunder except as provided in Paragraphs 8.8, 8.15 and 8.17 below, or (b) waive such matter and proceed to Closing, by notice to Seller given within ten (10) days after Purchaser is notified of such occurrence, but in no event later than Closing, which made any representations or warranties inaccurate, in which event Seller shall have no liability with respect thereto. If Purchaser fails to give any notice on or before the Closing Date, Purchaser will be deemed to have elected to waive such matter and to proceed to Closing.
Exception Matter shall refer to a matter which would make a representation or warranty of Seller set forth in this Agreement untrue or incorrect or would constitute a violation of a Seller covenant set forth in this Agreement and which is disclosed to Buyer in the Property Documents, in a written notice to Buyer delivered at least three (3) business day prior to the Due Diligence Expiration Date, or is a matter of public record, or is otherwise discovered by or known to Buyer before the Close of Escrow, including, without limitation, matters disclosed in the Estoppel Certificate or obtained from interviews with Hospital Tenant or matters disclosed in Seller’s Closing Certificate.
Exception Matter shall have the meaning given to it in Section 8.5 hereof.
Exception Matter shall refer to a matter disclosed to the Transferee in writing by the Contributor after the Effective Date hereof and before the Closing, that constitutes, as of the date of this Agreement, a breach of a representation or warranty of the Contributor contained in this Agreement or in any document or instrument delivered pursuant hereto. Under no circumstances shall the Contributor have any obligation to cure or remedy any Exception Matter.
Exception Matter has the meaning assigned to it in Section 7.2.3.
Exception Matter means a matter disclosed to Buyer in the Due Diligence Materials or in writing or discovered by Buyer before the Closing, that would make a representation or warranty of Seller contained in this Contract untrue or incorrect, including, without limitation, matters disclosed in writing to Buyer by Seller, or information obtained from interviews with the Local Property Manager, or from any other person. Buyer shall promptly notify Seller in writing of any Exception Matter of which Buyer obtains knowledge before the Closing. If the Buyer Group obtains knowledge of any Exception Matter before the Closing, but Buyer proceeds with the acquisition of the Property, Buyer shall consummate the acquisition of the Property subject to such Exception Matter and Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation, or warranty contained in this Contract or in any other documents executed and delivered by Seller in connection with the Closing.
Exception Matter shall refer to a matter which would make a representation or warranty of Seller contained in this Agreement untrue or incorrect and which is disclosed to Buyer in the Due Diligence Materials, the Disclosure Items, or otherwise in writing, or is a matter of public record, including, without limitation, matters disclosed in any tenant estoppel certificate or otherwise disclosed by tenants, property managers or any other person in writing. If Buyer first obtains knowledge of any Material Exception Matter, as such term is