Exception Matters definition

Exception Matters shall have the meaning given to it in Section 6.7(a) hereof.

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Exception Matters shall have the meaning set forth in Section 10.08.

Exception Matters has the meaning set forth in Section 3.3.4.

Examples of Exception Matters in a sentence

• Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters.

• Notwithstanding any provision contained in this Agreement to the contrary, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters, either before or after Closing.

• All of the representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the date of Closing with the same effect as if made on and as of such date, subject to all Exception Matters.

• Seller’s Warranties shall be true and correct in all material respects when made and on and as of the Closing Date, if applicable, as though such representations and warranties were made on and as of the Closing Date, except for Exception Matters and as otherwise provided in Sections 3.3(b) and (c) of this Agreement.

• Each of the representations and warranties of Seller contained in this Section 3.1: (1) shall be true in all material respects as of the date of Closing, subject in each case to (A) any Exception Matters (as defined below), (B) the Disclosure Items, and (C) other matters expressly permitted in this Agreement or otherwise specifically approved in writing; and (2) shall survive the Closing as provided in Section 3.3 below.

• Seller’s Warranties shall be modified to the extent of any actions taken (a) in accordance with the provisions of Sections 4.1, 4.2, 4.3 and 4.7, and (b) if required, with the prior written consent of Purchaser, and such actions shall not constitute Exception Matters hereunder.

• Seller’s Warranties shall be modified to the extent of any actions taken (a) in accordance with the provisions of Sections 4.1, 4.2, 4.3 and 4.8, and (b) if required, 20 with the prior written consent of Purchaser, and such actions shall not constitute Exception Matters hereunder.

• It is understood that if Buyer obtains knowledge of any Exception Matters prior to the end of the Inspection Period and does not terminate this Agreement prior to the end of the Inspection Period, then Buyer will be deemed to have approved the same and agreed to Close subject thereto without reduction in the Purchase Price.

• It is understood that if Buyer obtains knowledge of any Exception Matters prior to the end of the Inspection Period and does not terminate this Agreement prior to the end of the Inspection Period, then Buyer will be deemed to have approved the same and agreed to close subject thereto without any reduction in the Purchase Price.

• The representations and warranties made by any Partner in the LXP Partner Group are qualified by the Exception Matters under and as defined in the Purchase Agreement and the Contribution Agreement (with the term “Agreement” as used therein deemed to include this Agreement).

More Definitions of Exception Matters

Exception Matters shall refer to a matter disclosed to Buyer in the Property Documents or in writing or discovered by Buyer before the Closing, that would make a representation or warranty of Seller contained in this Agreement untrue or incorrect, including, without limitation, matters disclosed in writing to Buyer by Seller, or information obtained from interviews with tenants or property managers, or from any other person. Seller shall promptly notify Buyer in writing if any of the representations and warranties of Seller set forth in this Agreement are no longer true and correct as of the Closing, and/or if any Exception Matter exists as of the Closing. Buyer shall promptly notify Seller in writing of any Exception Matter of which ▇▇▇▇▇ obtains actual knowledge before the Closing. If Buyer obtains actual knowledge of any material Exception Matter after the Effective Date, Buyer may elect to terminate this Agreement on the basis thereof, upon written notice to Seller prior to the Closing. To the ​ extent that any of the events or conditions described in such notification are caused as a result of a breach by Seller of this Agreement or because of Seller’s fraud, misrepresentation, or intentional nondisclosure of facts or other information, then Seller shall be deemed to be in default and Buyer shall have the remedies set forth in Section 10 below. If the Exception Matter is not one which was caused as a result of a breach by Seller of this Agreement or because of Seller’s fraud, misrepresentation, or intentional nondisclosure of facts or other information, then, if Buyer elects by written notice to terminate this Agreement, this Agreement shall terminate and the Deposit and any Development Approvals Extension Deposit shall be released to Seller unless Seller elects to cure or remedy such Exception Matter and does so prior to the earlier of the Closing Date or the date that is ten (10) days after ▇▇▇▇▇’s election to terminate. Buyer’s failure to give such notice shall be deemed a waiver by Buyer of such Exception Matter. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement. Seller shall have no obligation to cure or remedy any Exception Matter even if Seller has notified Buyer of Seller’s election to cure or remedy any Exception Matter (except for Required Corrections), and, except as provided above, Seller shall have no liability to Buyer...