Common use of Survival of Seller’s Representations and Warranties Clause in Contracts

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, . Seller shall have no liability to Purchaser for a breach of any representation or warranty (ba) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Hundred Thousand Dollars ($25,000) (the "Floor"500,000), in which event the full amount of such valid claims shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty forty (220240) days of Closing. Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentservice contracts and Leases prior to seeking recovery from Seller, certificate or instrument delivered by and Seller shall not be liable to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser if Purchaser's actual damages not in excess claim is satisfied from such insurance policies, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of One Five Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud5,000,000).

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(f), shall survive Closing for a period of one hundred eighty (180) daysdays (excepting Section 5.1(a), which shall have no such limitation)(the “Limitation Period”). No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Three Hundred Seventy-Five Thousand Dollars ($25,000) (the "Floor"), in 375,000)in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period the Limitation Period and an action shall have been commenced by Purchaser against Seller within two hundred twenty ninety (22090) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further Purchaser agrees that to first seek recovery under any insurance policies or service contracts prior to seeking recovery from Seller (other than commencement of an action to preserve Purchaser’s rights under this Section 5.3), and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies or service contracts. As used herein, the term “Cap” shall mean the total aggregate amount of Eight Million Two Hundred Fifty Thousand Dollars ($8,250,000). In no event shall Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by Seller at Closing pursuant to Section 4.2(g) hereof exceed the amount of the Cap. Any written disclosure delivered to Purchaser by Seller or any other entity prior to the end of the Inspection Period, and any fact or matter which is within the actual knowledge of Purchaser (which as used herein shall mean only the actual knowledge of Xxxxxxx X. Xxxxxx or Xxxx Warning) shall constitute notice to Purchaser of the fact or matter so disclosed or actually known, as applicable, and Purchaser shall be deemed to have waived any claim against Seller for on account of any breach inconsistency between such fact or matter and any of Seller's covenants, agreements, the foregoing representations and warranties hereunder if Purchaser does not terminate this Agreement prior to the end of the Inspection Period. In addition, any written disclosure delivered to Purchaser by Seller or under any other agreemententity or any matter actually known to Purchaser following the expiration of the Inspection Period and prior to the Closing which is materially inconsistent with any of the foregoing representations and warranties shall constitute notice to Purchaser of the matters disclosed, documentand Seller shall have no further liability on account of any such inconsistencies if Purchaser waives such matter in writing and consummates the transaction contemplated hereby. For the purposes of this Agreement, certificate or instrument delivered any disclosure by Seller of any matter made in any of the Schedules or Exhibits to Purchaserthis Agreement shall be deemed a disclosure of such matter in each and every Schedule or Exhibit to this Agreement. In the event that, or under any law applicable prior to the Property Closing, Purchaser obtains actual knowledge of any information which indicates that any of the representations and warranties (including any of the matters disclosed in any of the Schedules or this transactionExhibits hereto) are untrue, Purchaser shall promptly advise Seller in writing of such information. Purchaser shall be limited deemed to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in have waived the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages inaccuracy of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor such representation and the cap will not apply to actual damages incurred by Purchaser warranty to the extent Purchaser fails to notify Seller of Purchaser’s disapproval of such damage was caused by Seller's fraudinformation pursuant to the preceding sentence and thereafter consummates the transactions contemplated hereby. In the event Purchaser waives in writing any representation or warranty, then Seller shall have no liability under this Agreement for such representation or warranty to the extent waived.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, as updated by Seller's Closing Certificate, shall survive Closing for a period of one hundred eighty nine (1809) daysmonths after Closing. No Except with respect to fraudulent misrepresentation, in which event Section 6.2 shall apply, no claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, and (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Twenty-Five Thousand and No/100 Dollars ($25,00025,000.00) (the "Floor")or more, in which event the full amount of such valid claims shall be actionable actionable, up to but not exceeding the cap set forth in amount of the following sentenceCap (as defined below), and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty nine (1809) day month period and an action shall have been commenced by Purchaser against Seller within two hundred twenty twelve (22012) days of months after Closing. Further Purchaser agrees that any recovery against Seller for In the event of any breach by Seller of Seller's covenants, agreements, its representations and warranties hereunder contained herein which Purchaser first discovers after Closing and provides timely notice as aforesaid, Seller shall indemnify and hold Purchaser harmless from and against any and all loss, damage, cost or under any other agreement, document, certificate or instrument delivered by expense resulting therefrom up to but not exceeding the Cap. Seller shall not be liable to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Purchaser's claim is satisfied in full from any insurance policy, Designated Service Contract or Lease. As used herein, the term “Cap” shall mean the total aggregate amount equal to two percent (2%) of the Purchase Price. In no event shall Seller's fraudaggregate liability to Purchaser for any and all breaches of any representation or warranty of Seller in this Agreement or Seller's Closing Certificate exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to damages or compensation for any and all such breaches in excess of the Cap. Notwithstanding anything contained herein to the contrary, if Seller had actual knowledge that any representation or warranty was untrue when made, and Seller fraudulently made such representation or warranty (or intentionally and/or fraudulently failed to disclose subsequently arising information that rendered such representation or warranty untrue), then the Cap shall be increased to the amount of Purchaser’s actual direct third party costs and expenses incurred in connection with this Agreement.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Twenty-Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two one hundred twenty eighty (220180) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, transaction shall be limited to Purchaser's actual damages not in excess of One Million Five Hundred Thousand and 00/100 Dollars ($1,000,000500,000) (the "Cap") in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap Cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudfraud or intentional misrepresentation.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred eighty nine (1809) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five One Hundred Thousand and 00/100th Dollars ($25,000) (the "Floor"100,000.00), in which event the full amount of such valid claims shall be actionable up actionable, subject to the cap set forth in the following sentenceCap (as defined herein), and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day nine-month period and an action shall have been commenced by Purchaser against Seller within two hundred twenty thirty (22030) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentservice contracts and Leases prior to seeking recovery from Seller, certificate or instrument delivered by and Seller shall not be liable to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser if Purchaser's actual damages not in excess claim is satisfied from such insurance policies, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of One Million and 00/100 00/100th Dollars ($1,000,0001,000,000.00). In no event shall Seller's aggregate liability to Purchaser for breach of any or all representations or warranties of Seller in this Agreement or the certificate to be delivered by Seller at Closing pursuant to Section 4.2(g) hereof exceed, in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoingfor all breaches, the Floor and amount of the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudCap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1this Agreement, including, without limitation, Article 4 hereof, shall survive the Closing for a period of one hundred eighty nine (1809) daysmonths following the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.13. No claim asserted after Closing for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser Buyer prior to ClosingClosing or disclosed or referenced in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policies, Existing Survey, Title Insurance Commitment or Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (ba) unless the valid claims for all such breaches with respect to the Property collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor")10,000.00, in which event only the full amount of such valid claims in excess of $10,000.00 shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section 10.12), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day period the Survival Period and an action shall have been commenced and filed by Purchaser Buyer against Seller within two hundred twenty sixty (22060) days after delivery of Closingnotice of the alleged breach. Further Purchaser agrees that As used herein, the term “Cap” shall mean One Million Five Hundred Thousand Dollars ($1,500,000.00) in the aggregate. In no event whatsoever shall Seller have any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller liability to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not Buyer in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain Cap for any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudclaims asserted after Closing for a breach.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section SECTION 5.1, as updated by Seller's Closing Certificate, shall survive Closing for a period of one hundred eighty (1801) daysyear after Closing. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for FOR all such breaches collectively aggregate more than Twenty Five Thousand Dollars FIFTY THOUSAND AND NO/100 DOLLARS ($25,00050,000.00) (the "Floor")or more, in which event the full amount of such valid claims shall be actionable actionable, up to but not exceeding the cap set forth in amount of the following sentenceCap (as defined below), and (c) unless written notice NOTICE containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty one (2201) days of year after Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller shall not be liable to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Purchaser's claim is satisfied from any insurance policy, service contract or Lease. As used herein, the term "CAP" shall mean the total aggregate amount of ONE MILLION THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,350,000.00). In no event shall Seller's fraudaggregate liability to Purchaser for any and all breaches of any representation or warranty of Seller in this Agreement or Seller's Closing Certificate exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to damages or compensation for any and all such breaches in excess of the Cap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred eighty six (1806) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to ClosingClosing ("known to Purchaser" meaning the actual knowledge of Marsxxxx X. Xxxxx), (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thirty Thousand Dollars ($25,000) (the "Floor"30,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to within ten (10) days after the expiration of said one hundred eighty six (1806) day month period and an action shall have been commenced by Purchaser against Seller within two hundred twenty six (2206) days months after the termination of Closingthe survival period provided for above in this Section 5.3. Further Purchaser agrees that to first seek recovery under any insurance policies, service contracts and Leases prior to seeking recovery against from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five Hundred Thousand Dollars ($500,000). In no event shall Seller's aggregate liability to Purchaser for any breach of Seller's covenantsany representation or warranty of Seller in this Agreement, agreements, representations and warranties hereunder or under any other agreement, document, the certificate or instrument to be delivered by Seller at Closing pursuant to PurchaserSection 4.2(g) hereof, or under any law applicable to otherwise, exceed the Property or this transaction, shall be limited to Purchaser's actual damages not in excess amount of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudCap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in this Article IV, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 5.17.2(j) hereof, shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless Buyer as of the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceClosing Date, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day twelve-month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty fourteen (22014) days of months after Closing. Further Purchaser agrees Notwithstanding the foregoing, if Buyer knew at Closing that a representation or warranty contained in this Article IV was not true at Closing and Buyer nonetheless elected to proceed with the Closing, Buyer shall not have any recovery against Seller right to make a claim hereunder for any a breach of Seller's covenants, agreements, representations and warranties hereunder such representation or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable warranty. Notwithstanding anything herein to the Property contrary, Seller shall in no event have any liability for breach of any representation or warranty set forth in this transaction, shall be limited to Purchaser's actual damages not Article IV in excess of One Million and 00/100 Dollars ($1,000,000) 500,000 in the aggregate, which liability limit shall apply to the aggregate liability of Seller under this Agreement and that in no event of Seller under the Dockside Sale Agreement. The foregoing limitations of time and dollar amount shall Purchaser be entitled not, however, apply to seek or obtain any other damages obligations or covenants of Seller hereunder or to any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudother closing documents.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1this Agreement, including, without limitation, Article 4 hereof, shall survive the Closing for a period of one hundred eighty nine (1809) daysmonths following the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.13. No claim asserted after Closing for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser Buyer prior to ClosingClosing or disclosed or referenced in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (ba) unless the valid claims for all such breaches with respect to the Property collectively aggregate more than Twenty Five Thousand Dollars $10,000.00 ($25,000) (the "Floor"“Minimum Amount”), in which event only the full amount of such valid claims in excess of the Minimum Amount shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section 10.13), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day period the Survival Period and an action shall have been commenced and filed by Purchaser Buyer against Seller within two hundred twenty sixty (22060) days after delivery of Closingnotice of the alleged breach. Further Purchaser agrees that As used herein, the term “Cap” shall mean Six Hundred Fifty Thousand Dollars ($650,000.00) in the aggregate. In no event whatsoever shall Seller have any recovery against Seller liability to Buyer in excess of the Cap for any claims asserted after Closing for a breach; provided however, notwithstanding the foregoing, neither the Cap nor the Minimum Amount shall be applicable with respect to a breach of Seller's covenants, agreements, representations and warranties hereunder or ’s Obligation under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudSection 10.2 above.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in this Article IV, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 5.17.2(k) hereof, shall survive Closing for a period of one hundred eighty nine (1809) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to ClosingBuyer as of the Closing Date, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims claims, up to but not exceeding the sum of $350,000, shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty nine (1809) day month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty ten (22010) days of months after Closing. Further Purchaser Seller covenants and agrees that any recovery against Seller for any breach to maintain a net worth of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million less than Three Hundred Fifty Thousand and 00/100 Dollars ($1,000,000350,000.00) during such survival period and for so long as any claim properly asserted during such period remains pending. As used in this Article IV, the aggregate term “Seller’s knowledge” or any similar phrase shall mean the actual, not constructive or implied, knowledge of Xxxxxx X. Xxxxxxx without any further obligation on such person’s part to make any independent investigation of the matters being represented and that in no event shall Purchaser be entitled warranted, or to seek or obtain make any further inquiry of any other damages persons, or to search or examine any files, records, books or correspondence. Buyer acknowledges that such individual is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purposes of imposing any kind, including, without limitation, consequential, indirect liability on or punitive damages. Notwithstanding anything creating any duties running from such individual to Buyer and Buyer agrees that such individual shall not have any liability under this Agreement or in connection with the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudtransactions contemplated hereby.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in this Section 5.111, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 8.a(6) hereof, shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Purchaser Buyer or disclosed in writing to Buyer prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Fifty-Thousand Dollars ($25,000) (the "Floor"50,000.00), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty twelve (18012) day month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty ninety (22090) days after the termination of Closingthe survival period provided for above in this Section. Further Purchaser Buyer agrees that to first seek recovery under any insurance policies and service contracts prior to seeking recovery against from Seller, and Seller shall not be liable to Buyer if Buyer's claim is satisfied from such insurance policies and service contracts. As used herein, the term "Cap" shall mean the total aggregate amount of One Million Dollars ($1,000,000.00). In no event shall Seller's aggregate liability to Buyer under this Agreement, for any breach of Seller's covenants, agreements, representations and warranties hereunder any representation or under any other agreement, document, warranty of Seller in this Agreement or the certificate or instrument to be delivered by Seller at Closing pursuant to Purchaser, Section 8.a(6) hereof or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain otherwise for any other damages breach by Seller under this Agreement, exceed the amount of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudCap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 hereof as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thirty Thousand and No/100 Dollars ($25,000) (the "Floor"30,000.00), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty sixty (22060) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentservice contracts and Leases prior to seeking recovery from Seller, certificate and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, service contracts or instrument delivered by Seller to Purchaserthe Leases. As used herein, or under any law applicable to the Property or this transaction, term “Cap” shall be limited to Purchaser's actual damages not in excess mean the total aggregate amount of One Million Hundred Ninety Five Thousand and 00/100 No/100 Dollars ($1,000,000) in the aggregate and that in 195,000.00). In no event shall Seller’s aggregate liability to Purchaser be entitled to seek under this Agreement for breach of any representation or obtain warranty of Seller in this Agreement or for any other damages breach by Seller under this Agreement exceed the amount of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudCap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 hereof as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred eighty sixty (18060) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five One Hundred Thousand and No/100 Dollars ($25,000) (the "Floor"100,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty sixty (18060) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty ten (22010) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further Purchaser agrees that to first seek recovery under any insurance policies, service contracts and Leases prior to seeking recovery against from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, service contracts or the Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000). In no event shall Seller's aggregate liability to Purchaser for any breach of Seller's covenants, agreements, representations and warranties hereunder any representation or under any other agreement, document, warranty of Seller in this Agreement or the certificate or instrument to be delivered by Seller at Closing pursuant to Purchaser, or under any law applicable to Section 4.2(g) hereof exceed the Property or this transaction, shall be limited to Purchaser's actual damages not in excess amount of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudCap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 hereof, as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one hundred eighty six (1806) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser Buyer prior to Closing, if Buyer elects to consummate the transactions described herein with such knowledge. Seller shall have no liability to Buyer for a breach of any representation or warranty unless (ba) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Ten Thousand Dollars ($25,000) (the "Floor"10,000.00), in which event the full amount of such valid claims shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day six-month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty (220) days six months of Closing. Further Purchaser Buyer agrees that any to also use commercially reasonable efforts to obtain recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementapplicable insurance policies, documentservice contracts and/or Leases, certificate or instrument delivered by and Seller shall not be liable to Purchaser, or under any law applicable Buyer to the Property extent Buyer's claim is satisfied from such insurance policies, service contracts or this transactionLeases. As used herein, the term "Cap" shall be limited to Purchaser's actual damages not in excess mean the total aggregate amount of One Million Two Hundred and 00/100 Fifty Thousand Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud250,000.00).

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1this Article 5, shall as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Article 9 hereof, will survive Closing for a period of one hundred eighty (180) daysuntil September 29, 2006. No claim for a breach of any representation or warranty of Seller shall will be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five One Hundred Fifty Thousand Dollars ($25,000) (the "Floor"150,000), in which event the full amount of such valid claims shall will be actionable actionable, up to but not exceeding the cap set forth in amount of the following sentenceLiability Cap (as defined below), and (c) unless written notice containing a description of the specific nature of such breach shall will have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period on or before September 29, 2006 and an action shall will have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closingon or before October 29, 2006. Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentservice contracts and Leases prior to seeking recovery from Seller, certificate and Seller will not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, service contracts or instrument delivered by Seller to PurchaserLeases. As used herein, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess term “Liability Cap” will mean the total aggregate amount of One Two Million and 00/100 Dollars ($1,000,000) in the aggregate and that in 2,000,000). In no event shall will Seller’s aggregate liability to Purchaser be entitled to seek or obtain any other damages for breach of any kind, including, without limitation, consequential, indirect representation or punitive damages. Notwithstanding anything to warranty of Seller in this Agreement exceed the contrary in amount of the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudLiability Cap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in this Article IV, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 5.17.2(j) hereof, shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless Buyer as of the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceClosing Date, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day twelve-month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty fourteen (22014) days of months after Closing. Further Purchaser agrees Notwithstanding the foregoing, if Buyer knew at Closing that a representation or warranty contained in this Article IV was not true at Closing and Buyer nonetheless elected to proceed with the Closing, Buyer shall not have any recovery against Seller right to make a claim hereunder for any a breach of Seller's covenants, agreements, representations and warranties hereunder such representation or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable warranty. Notwithstanding anything herein to the Property contrary, Seller shall in no event have any liability for breach of any representation or warranty set forth in this transaction, shall be limited to Purchaser's actual damages not Article IV in excess of One Million and 00/100 Dollars ($1,000,000) 500,000 in the aggregate, which liability limit shall apply to the aggregate liability of Seller under the Railside Sale Agreement. The foregoing limitations of time and that in no event dollar amount shall Purchaser be entitled not, however, apply to seek or obtain any other damages obligations or covenants of Seller hereunder or to any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudother closing documents.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(f) hereof, shall survive Closing for a period of one two-hundred eighty seventy (180270) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable unless each of the following conditions is satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was not known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five One Hundred Fifty Thousand and No/100 Dollars ($25,000) (the "Floor"150,000), in which event the full amount in excess of such amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one two hundred eighty seventy (180270) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty thirty (22030) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further To the extent applicable, Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentthe Title Policy and the Service Contracts prior to seeking recovery from Seller, certificate and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, title policies or instrument delivered by Seller to Purchaseragreements. As used herein, or under any law applicable to the Property or this transaction, term “Cap” shall be limited to Purchaser's actual damages not in excess mean the total aggregate amount of One Million Five Hundred Thousand and 00/100 No/100 Dollars ($1,000,000) in 1,500,000). Notwithstanding any provision of this Agreement to the aggregate and that contrary, in no event shall (i) Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be entitled delivered by Seller at Closing pursuant to seek or obtain Section 4.2(f) hereof, taken in the aggregate with any other claims by Purchaser against Seller (including any indemnification obligations), exceed the amount of the Cap, or (ii) Seller be liable for any consequential damages of Purchaser or any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, 7.1 hereof and in any Seller Estoppel (defined below) shall survive Closing for a period of one hundred eighty nine (1809) daysmonths (the “Claims Period”). No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which that was known to Purchaser prior to Closing, including any information disclosed by any Estoppel Certificate (bdefined below) or any Ground Lessor Estoppel (defined below). Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) the valid claims for all such breaches, together with any breaches by Greenway Seller under the Greenway Contract, collectively aggregate more than Twenty Five Thousand One Million Dollars ($25,000) (the "Floor"1,000,000), in which event the full amount of such valid claims shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period the Claims Period and an action shall have been commenced by Purchaser against Seller within two hundred twenty prior to thirty (22030) days following the expiration of Closingthe Claims Period. Further Purchaser agrees to use commercially reasonable efforts to first seek recovery under any insurance policies, Operating Contracts and Leases during the Claims Period prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, Operating Contracts or Leases; provided, for avoidance of doubt, that any recovery if Purchaser is unable to satisfy its claim during the Claims Period from such other sources, Purchaser shall have the right to proceed against Seller for any breach in accordance with the preceding sentence. As used herein, the term “Cap” shall mean the total aggregate amount of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Fifteen Million and 00/100 Dollars ($1,000,00015,000,000) in and shall include any claims Purchaser has against Greenway Seller under the aggregate and that in no event Greenway Contract. This Section 7.3 shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudsurvive Closing.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, . Seller shall have no liability to Purchaser for a breach of any representation or warranty (ba) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Hundred Thousand Dollars ($25,000) (the "Floor"500,000.00), in which event the full amount of such valid claims shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty forty (220240) days of Closing. Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentservice contracts and Leases prior to seeking recovery from Seller, certificate and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, service contracts or instrument delivered by Seller Leases (such 240 day limit to Purchaser, or under be tolled during any law applicable time that Purchaser is diligently pursuing an action with respect to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any matter but against a party other damages of any kind, including, without limitation, consequential, indirect or punitive damagesthan Seller). Notwithstanding anything to the contrary in the foregoingAs used herein, the Floor and term "Cap" shall mean the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudtotal aggregate amount of $12,500,000.00.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, Article III hereof shall survive Closing for a period of one hundred eighty (1801) daysyear from the Closing Date (the “Survival Period”). No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed in writing to Purchaser and/or actually known to by Purchaser prior to Closing. Without limiting the foregoing, Seller shall have no liability for a breach of any representation or warranty unless (ba) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days prior to the expiration of Closingthe Survival Period. Further As used herein, the term “Cap” shall mean a total aggregate amount of $500,000, including attorneys’ fees. If Applicable Laws do not permit any specific time limitation provided for in this Section 3.25, then the parties agree alternatively that the applicable time limitation period applicable under this Section is instead deemed to be the longer period that is the shortest period that Applicable Laws permit the parties to this Agreement to bind themselves to by mutual written agreement. In the event Seller or Purchaser agrees that any recovery against Seller for any discovers a breach of or untruth, inaccuracy, or failure in any Seller's covenants’s representations or warranties set forth in Article III that will have a Material Adverse Effect (hereinafter collectively referred to as a “Breach”) and such Breach is discovered after the Study Period but before Closing, agreementsthen the discovering party shall notify the other in writing of the Breach, representations and warranties hereunder or under any other agreementSeller may elect, documentbut shall not be required, certificate or instrument to attempt to correct such Breach by the Closing Date. If the Breach is not cured prior to the Closing Date, then the Purchaser shall, as its sole and exclusive remedy, either (a) terminate this Agreement and the Exxxxxx Money (less the Independent Consideration in the case of Purchaser’s termination) shall be delivered by Seller to Purchaser, or under any law applicable (b) waive such breach and proceed to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudClosing.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, as updated in accordance with Section 4.2(f) of this Agreement, and/or set forth in any estoppel certificate or other document or agreement delivered by Seller pursuant to this Agreement or in connection with the consummation of the transactions contemplated hereby (all such representations and warranties of Seller, collectively, the “Seller’s Representations”), shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller Seller’s Representation shall be actionable or payable unless each of the following conditions is satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five Two Hundred Fifty Thousand Dollars ($25,000) (the "Floor"250,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty twelve (18012) day month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty sixty (22060) days after the termination of the survival period provided for above in this Section 5.2, and (c) the Closing has occurred and Buyer did not have verifiable knowledge that the applicable Seller’s Representation was incorrect prior to Closing. Further Purchaser Buyer agrees that any to concurrently seek recovery against Seller for and under any breach of Seller's covenantsinsurance policies, the Title Policies and other applicable agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller shall not be liable to Purchaser, or under any law applicable Buyer to the Property extent Buyer’s claim is actually satisfied from any sums recovered from such insurance policies, Title Policies or other applicable agreements. Notwithstanding any provision of this transactionAgreement to the contrary, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser (i) Seller’s aggregate liability to Buyer for breach of any Seller’s Representations exceed an amount equal to three percent (3%) of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, or (ii) Seller be entitled to seek or obtain liable for any other consequential damages of Buyer or any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. (a) The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, as updated by Seller’s Closing Certificate, shall survive Closing for a period of one hundred eighty (180) daysdays after Closing. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five One Hundred Fifty Thousand Dollars ($25,000150,000.00) (the "Floor")or more, in which event the full amount of such valid claims shall be actionable actionable, up to but not exceeding the cap set forth in amount of the following sentenceCap (as defined below), and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty ten (220210) days of after Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller shall not be liable to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent Purchaser’s claim is satisfied from any insurance policy, Service Contract or Lease. As used herein, the term “Cap” shall mean the total aggregate amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00). In no event shall Seller’s aggregate liability to Purchaser for any and all breaches of any representation or warranty of Seller in this Agreement or Seller’s Closing Certificate exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to damages or compensation for any and all such damage was caused by Seller's fraudbreaches in excess of the Cap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(e) hereof, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation representation, warranty or warranty covenant of Seller shall be actionable or payable unless each of the following conditions is satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was not known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five One Hundred Thousand and No/100 Dollars ($25,000) (the "Floor"100,000), in which event the full amount in excess of such amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty sixty (22060) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further To the extent applicable, Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentthe Title Policy and the Service Contracts prior to seeking recovery from Seller, certificate and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, Title Policy or instrument delivered by Seller to PurchaserService Contracts. As used herein, or under any law applicable to the Property or this transaction, term “Cap” shall be limited to Purchaser's actual damages not in excess mean the total aggregate amount of One Million Five Hundred Thousand and 00/100 No/100 Dollars ($1,000,000) in 1,500,000). Notwithstanding any provision of this Agreement to the aggregate and that contrary, in no event shall (i) Seller’s aggregate liability to Purchaser for breach of any representation, warranty or covenant of Seller in this Agreement or the certificate to be entitled delivered by Seller at Closing pursuant to seek or obtain Section 4.2(e) hereof, taken in the aggregate with any other claims by Purchaser against Seller (including any indemnification obligations), exceed the amount of the Cap, or (ii) Seller be liable for any consequential damages of Purchaser or any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.