TO RECEIVE OR RETAIN SUCH REFUND OR THE BENEFIT OF SUCH REDUCTION, LESS
THE EQUITABLE PRORATED COSTS OF COLLECTION.
12.16.
SURVIVAL AND LIMITATION OF REPRESENTATIONS AND WARRANTIES. THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO THOSE SET FORTH IN SECTION 1.2, SECTION 3.3.2 AND SECTION 5.1 ABOVE
(COLLECTIVELY THE "SURVIVING OBLIGATIONS"), ARE MADE AS OF THE DATE OF THIS
AGREEMENT AND ARE REMADE AS OF THE CLOSING DATE AND SHALL SURVIVE THE CLOSING
BUT WRITTEN NOTIFICATION OF ANY CLAIM ARISING THEREFROM MUST BE RECEIVED BY
SELLER WITHIN ONE (1) YEAR OF THE CLOSING DATE OR SUCH CLAIM SHALL BE FOREVER
BARRED AND SELLER SHALL HAVE NO LIABILITY WITH RESPECT THERETO. IN ADDITION,
UPON SELLER'S RECEIPT OF WRITTEN NOTIFICATION OF ANY SUCH CLAIM, SELLER SHALL
FIRST BE AFFORDED AT LEAST SIXTY (60) DAYS TO CURE ANY BREACH OF SELLER'S
20
REPRESENTATIONS AND WARRANTIES PRIOR TO PURCHASER'S FILING ANY CLAIM IN
CONNECTION THEREWITH. THE AGGREGATE LIABILITY OF SELLER FOR BREACH OF ANY
REPRESENTATIONS AND WARRANTIES SHALL NOT EXCEED $100,000; AND RECOVERY OF ACTUAL
DAMAGES UP TO THAT AMOUNT IS PURCHASER'S SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH
BREACH; PROVIDED, HOWEVER, SELLER SHALL HAVE NO LIABILITY TO PURCHASER FOR
MATTERS DISCLOSED BY SELLER OR DISCOVERED BY PURCHASER PRIOR TO CLOSING. FOR
MATTERS DISCLOSED OR DISCOVERED PRIOR TO CLOSING, PURCHASER'S SOLE RIGHTS AND
REMEDIES SHALL BE AS SET FORTH IN SECTION 11.2. WHENEVER A REPRESENTATION OR
WARRANTY IS MADE IN THIS AGREEMENT ON THE BASIS OF THE KNOWLEDGE OF SELLER, SUCH
REPRESENTATION OR WARRANTY IS MADE WITH THE EXCLUSION OF ANY FACTS OTHERWISE
KNOWN OR DISCLOSED TO PURCHASER, AND IS MADE SOLELY ON THE BASE OF THE ACTUAL
KNOWLEDGE WITHOUT INQUIRY OR INVESTIGATION OF SCOTT OZYMY AND LARRY WILSON.
12.17.
TIME TO EXECUTE AND DELIVER. THIS AGREEMENT SHALL BE VOID IF ONE
FULLY EXECUTED ORIGINAL IS NOT RECEIVED BY SELLER ON OR BEFORE 5:00 P.M. C.D.T.
DATE FIVE (5) BUSINESS DAYS AFTER SELLER HAS DELIVERED ITS EXECUTED COPY OF THIS
AGREEMENT TO PURCHASER.
12.18.
CALCULATION OF TIME PERIODS. UNLESS OTHERWISE SPECIFIED, IN
COMPUTING ANY PERIOD OF TIME DESCRIBED HEREIN, THE DAY OF THE ACT OR EVENT AFTER
WHICH THE DESIGNATED PERIOD OF TIME BEGINS TO RUN IS NOT TO BE INCLUDED AND THE
LAST DAY OF THE PERIOD SO COMPUTED IS TO BE INCLUDED AT, UNLESS SUCH LAST DAY IS
A SATURDAY, SUNDAY OR LEGAL HOLIDAY FOR NATIONAL BANKS IN THE LOCATION WHERE THE
PROPERTY IS LOCATED, IN WHICH EVENT THE PERIOD SHALL RUN UNTIL THE END OF THE
NEXT DAY WHICH IS NEITHER A SATURDAY, SUNDAY, OR LEGAL HOLIDAY. UNLESS OTHERWISE
SPECIFIED, THE LAST DAY OF ANY PERIOD OF TIME DESCRIBED HEREIN SHALL BE DEEMED
TO END AT 5:00 P.M. ROCK HILL, SOUTH CAROLINA TIME.
12.19.
LIMITATION OF LIABILITY. PURCHASER HEREBY ACKNOWLEDGES AND AGREES
THAT IN NO EVENT SHALL ANY LIMITED PARTNER OF SELLER EVER BE LIABLE TO PURCHASER
AS A RESULT OF A BREACH OF THIS AGREEMENT, AND PURCHASER AGREES TO LOOK SOLELY
TO SELLER OR