Whenever a representation or warranty or other reference is made in this Agreement on the basis of the knowledge, actual knowledge, best knowledge or otherwise with reference to the knowledge of Seller (any such reference, “ Seller’s Knowledge ”), such representation, warranty or reference is made solely on the basis of the actual, as distinguished from implied, imputed and constructive, knowledge, on the date that such representation or warranty is made, of Drake Leddy and/or Charles Leddy (“ Seller’s Representative ”), without inquiry or investigation or duty; provided , however , that Seller’s Representative shall have no personal liability whatsoever respecting any such representation, warranty or otherwise under this Agreement.  In addition to the foregoing, if the Closing occurs, the representations and warranties of Seller herein shall be deemed modified to reflect any facts disclosed to or otherwise known prior to Closing by Buyer, its representatives, employees, Affiliates, or Buyer’s counsel, advisors, consultants, contractors and agents involved in conducting its Inspections, including, but not limited to all documents, agreements, reports, studies, statements, correspondence and any other files posted to the due diligence website maintained by The Plasencia Group.