EXERCISED
WITHIN TEN (10) DAYS OF BUYER'S RECEIPT OF SUCH NOTICE) TO TERMINATE THIS
AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT; PROVIDED, HOWEVER, THAT IF
SELLER'S NOTIFICATION TO BUYER WAS MADE BETWEEN THE EXPIRATION OF THE INSPECTION
PERIOD AND THE CLOSING DATE, AND IF THE MODIFICATION OR INACCURACY WAS THE
RESULT OF A WILLFUL ACT BY SELLER, THEN BUYER SHALL, IN ADDITION, BE ENTITLED TO
REIMBURSEMENT FOR OUT-OF-POCKET DUE DILIGENCE COSTS AND ATTORNEYS' FEES
REASONABLY INCURRED BY BUYER IN CONNECTION WITH THIS AGREEMENT, UP TO A MAXIMUM
REIMBURSEMENT OF THIRTY FIVE THOUSAND AND 00/100 DOLLARS ($35,000.00).
IF BUYER
DOES NOT ELECT TO TERMINATE THIS AGREEMENT WITHIN SUCH TEN (10) DAY PERIOD,
BUYER SHALL BE DEEMED TO HAVE WAIVED ANY OBJECTION BUYER MAY HAVE TO SUCH
MODIFICATION OR INACCURACY AND SHALL PROCEED TO CLOSING.
BUYER SHALL BE
ENTITLED TO RELY ON SELLER'S REPRESENTATIONS AND WARRANTIES DURING THE SURVIVAL
PERIOD SET FORTH IN SECTION 22(C); PROVIDED, HOWEVER, THAT BUYER SHALL NOT BE
ENTITLED TO RELY ON ANY SUCH REPRESENTATIONS AND WARRANTIES TO THE EXTENT
BUYER'S INVESTIGATION OR INSPECTIONS PRIOR TO CLOSING DISCLOSES INACCURACIES IN
THE SAME.
THE PROVISIONS OF THIS PARAGRAPH IS NOT INTENDED TO, AND SHALL NOT,
ADVERSELY AFFECT THE PROVISIONS OF SECTION 22(C)(II) HEREOF.
(C)
ALL REFERENCES IN THIS PARAGRAPH 9 OR ELSEWHERE IN THIS AGREEMENT AND/OR IN
ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED BY SELLER IN CONNECTION WITH OR
PURSUANT TO THIS AGREEMENT, TO "SELLER'S KNOWLEDGE" OR "TO THE KNOWLEDGE OF
SELLER" AND WORDS OF SIMILAR IMPORT SHALL REFER SOLELY TO FACTS WITHIN THE
ACTUAL KNOWLEDGE (WITHOUT INDEPENDENT INVESTIGATION OR INQUIRY) OF MR. DAVID
ANDRIS AND SHALL NOT BE CONSTRUED TO REFER TO THE KNOWLEDGE OF ANY OTHER
EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER OR AGENT OF SELLER OR OF ANY OTHER
PERSON OR ENTITY, AND SHALL IN NO EVENT BE DEEMED TO INCLUDE IMPUTED OR
CONSTRUCTIVE KNOWLEDGE.
THE REFERENCE HEREIN TO MR. DAVID ANDRIS IS USED SOLELY
AS A BASIS TO DEFINE THE SCOPE AND LIMIT OF SELLER'S KNOWLEDGE HEREUNDER, IS NOT
INTENDED NOR SHALL IT BE CONSTRUED TO CAUSE SUCH PERSON TO HAVE ANY DUTY TO
INVESTIGATE OR INQUIRE, AND SHALL NOT CAUSE SUCH PERSON TO INCUR ANY LIABILITY
FOR ANYTHING IN CONNECTION WITH THE PROPERTY, THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING, WITHOUT LIMITATION, FOR ANY
BREACH OF SELLER'S REPRESENTATIONS OR WARRANTIES SET FORTH ABOVE.
9
(D)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT THAT MAY BE CONSTRUED TO THE
CONTRARY, ALL REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS
AGREEMENT SHALL BE DEEMED AUTOMATICALLY QUALIFIED AND MODIFIED BY ANY FACTS
DISCLOSED IN ANY OF THE DOCUMENTS, REPORTS, INFORMATION OR MATERIALS THAT ARE
DELIVERED BY SELLER OR ITS AGENTS TO BUYER ON OR BEFORE THE DATE THAT IS TEN
(10) DAYS AFTER THE EFFECTIVE DATE, OR THAT ARE OTHERWISE KNOWN TO BUYER OR
DISCOVERED BY BUYER PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD.
THE
REPRESENTATIONS MADE BY SELLER IN THIS AGREEMENT, AS SO QUALIFIED AND MODIFIED,
SHALL BE DEEMED RE-MADE BY SELLER AS OF THE