Stamps.com 2011 Annual Report Download - page 93

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13.2 Patriot Act . Seller is in compliance with any and all applicable provisions of the Patriot Act.
The term " to the best of Seller's actual knowledge
" or words to that effect shall mean to the actual knowledge of Philip Song who is
the Asset Manager of Seller and shall be solely based upon his actual knowledge. Seller represents that Mr. Song is the individual on behalf of
Seller most likely to have knowledge regarding the matters which are the subject to the representations set forth in this Paragraph 13.1 .
The representations and warranties of Seller set forth in this Paragraph 13.1
shall survive the Close of Escrow for a period of twelve
(12) months, but not thereafter, it being the intention of the parties that all suits or actions for breach of any such representations and warranties
must be filed (if at all) in a court of competent jurisdiction, within said twelve (12) months of the Close of Escrow or they shall be forever barred
and Buyer hereby waives any right to bring any such claim or action thereafter. Notwithstanding the foregoing, if, prior to the Closing Date,
Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or
warranty of Seller set forth herein incorrect or untrue in any material respect (collectively, the " Representation Matter
"), then the party who
has learned, discovered or become aware of such Representation Matter shall promptly give written notice thereof to the other party and Seller's
representations and warranties shall be automatically limited to account for the Representation Matter. If, prior to the Closing Date, Buyer
discovers or is notified of a Representation Matter that is not true and correct, Buyer shall have the right to terminate this Agreement and obtain
a refund of the Deposit , by providing written notice thereof to Seller no later than five (5) business days after Buyer learns or is notified of such
Representation Matter; provided, however, Buyer shall have no right to terminate this Agreement for any Representation Matter arising from a
change in circumstances that is permitted under this Agreement. Upon such termination, neither party hereunder shall have any further
obligations or liabilities under this Agreement except as specifically set forth herein. If Buyer does not timely terminate this Agreement, then
Seller's representations and warranties shall be automatically limited to account for the Representation Matter, Buyer shall be deemed to have
waived Buyer's right to pursue any remedy for breach of the representation or warranty made untrue on account of such Representation Matter,
and the parties shall proceed to the Close of Escrow, subject to the remaining terms of this Agreement. The parties agree that a Seller Estoppel
shall not be deemed a Representation Matter
13.3 Buyer's Representations and Warranties
. In consideration of Seller entering into this Agreement and as an
inducement to Seller to sell the Property, Buyer makes the following representations and warranties, each of which is material and is being relied
upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder).
14