definiens: or in similar or other contexts ) ( 1 ) shall mean the actual(not constructive or imputed ) personal knowledge of ( i ) Seller 's executive officers holdingpositions of senior vice president or above with Seller as of the Agreement Date and ( ii ) DavidBroad and Johannes Roebers, after appropriate inquiry of those persons directly responsible forknowledge of such matters that are the subject of Seller 's representations ( collectively, the ) ; ( 2 ) shall in no case mean or refer to the actual or constructive knowledgeof any other employee, partner, member, officer, director, agent, trustee or member, partner, representative or employee of a partner, member, officer, director, agent or other representativeof Seller or any investment advisor, attorney, management company, contractor or representativeof Seller ( together with Seller 's Personnel, the ) ; and ( 3 ) except asprovided clause ( 1)(ii ) above, shall in no event or circumstance impose upon Seller or any of theSeller Representatives any duty or obligation to verify, inquire or make any independent inquiryor investigation of any such representation, warranty or statement, or to otherwise investigate the- 25 -70082149v4EXECUTION VERSIONCONFIDENTIAL TREAT~9EN7'facts or circumstances relating or otherwise pertinent thereto . Buyer further acknowledges andagrees that none of the Seller Representatives shall be personally liable, or otherwise have anypersonal liability, under or in connection with this Agreement, including without limitation, inconnection with any of the representations, warranties or statements made in connection with, orpursuant to, this Agreement . Notwithstanding anything to the contrary contained herein, theforegoing representations of Seller made hereinabove shall survive the Closing, and shall not bedeemed merged into the Grant Deed at the Closing, for a period of one ( 1 ) year after the ClosingDate, after which time such representations and warranties shall be null and void and of nofurther force or effect except with respect to claims made by Buyer in writing delivered to Sellerbefore the expiration of such one ( 1 ) year period