Common use of Breach of Representations Clause in Contracts

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, (i) the total liability of Seller for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim Cap; (ii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iii) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty (180) days; provided, however, no claim with respect to such representations and warranties of Seller shall be valid or enforceable, at law or in equity, unless written notice containing a description of the specific nature of such claim 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 (2) years of Closing. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars ($50,000.00) (at which point, subject to the above provisions, Seller shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11

Breach of Representations. Seller City and Purchaser Developer agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, that: (i) the total liability of Seller City for all such breaches and any matters relating thereto or under any law applicable to the Property or this transaction shall not, in the aggregate, exceed Two Hundred Thousand Dollars ($200,000.00) (the “Claim Cap”); (ii) the total liability of Developer for all such breaches and any matters relating thereto or under any law applicable to the Property or this transaction shall not, in the aggregate, exceed the Post Closing Claim Cap; (iiiii) such representations and warranties are personal to Seller City and Purchaser Developer and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser Developer in accordance with Section 11.3; and (iiiiv) the representations and warranties of Seller City set forth in this Agreement or in any document or certificate delivered by Seller City in connection herewith shall survive the Closing for a period of one hundred eighty (180) days; provided, however, and no claim with respect to such representations and warranties of Seller action or proceeding thereon shall be valid or enforceable, at law or in equity, unless written notice containing if a description of the specific nature of such claim 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 legal proceeding is not commenced by Purchaser against Seller within two (2) years of Closingthat time. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser Developer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller City for damages that Purchaser Developer may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of SellerCity’s representations or warranties in this Agreement or any document executed by Seller City in connection herewith being untrue, inaccurate or incorrect if Purchaser Developer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser Developer agrees to first seek recovery under any insurance policies prior to seeking recovery from City, and City shall not be liable to Developer if Developer’s claim is satisfied from such sources. Developer further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller City under or relating to this Agreement unless the total amount of such claim or claims, individually or in the aggregate, claims exceeds Fifty Twenty Five Thousand Dollars ($50,000.0025,000.00) (at in which point, subject to event the above provisions, Seller full amount of such valid claims against City shall be liable for all such damages caused thereby relating back to actionable up to, but not in excess of, the first dollar of lossClaim Cap). ARTICLE 11.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, that (i) the total liability of Seller for all such breaches and any matters relating thereto shall not, in the aggregate, exceed an amount equivalent to the Post Closing Claim CapPurchase Price; (ii) the total liability of Purchaser for all such breaches and any matters relating thereto shall not, in the aggregate, exceed an amount equivalent to the Purchase Price; (iii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iiiiv) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty (1801) days; providedyear, however, and no claim with respect to such representations and warranties of Seller action or proceeding thereon shall be valid or enforceable, at law or in equity, unless written notice containing if a description of the specific nature of such claim 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 legal proceeding is not commenced by Purchaser against Seller within two (2) years of Closingthat time. Notwithstanding the foregoing, howeverSeller shall have no liability for any such breach: (a) regarding which Purchaser or its attorneys, if the Closing occursagents or consultants, Purchaser hereby expressly waives, relinquishes and releases any right had actual knowledge prior to Closing; or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages (b) that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties was disclosed (i) in this Agreement or any document executed by Seller exhibit hereto, (ii) in connection herewith being untruethe Reports, inaccurate or incorrect if (iii) in any other document, study or report delivered or made available to Purchaser knew or is deemed to know that such representation its attorneys, consultants or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following agents before the Closing, no claim may including any certificate referred to in Section 8.2(f) or shall be made for any alleged breach estoppel certificate. The disclosure or expression of any representations facts, claims or warranties made information by Tenant in its estoppel certificate shall not be deemed a material variation from the form required if such facts, claims or information were disclosed to Purchaser by letter from Seller under before the Effective Date or relating to this Agreement unless as part of the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars ($50,000.00) (at which point, subject to the above provisions, Seller shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11Rent Roll.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, (i) the total liability of Seller for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim Cap; provided, further that the Post Closing Claim Cap shall not apply to claims to the extent based on fraud or intentional misrepresentations by Seller or for claims under the representations or warranties of Seller in the Conveyance Documents; (ii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iii) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty (180) days; provided, however, no claim with respect to such representations and warranties of Seller shall be valid or enforceable, at law or in equity, unless written notice containing a description of the specific nature of such claim 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 (2) years of Closing. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars ($50,000.00) (at which point, subject to the above provisions, Seller shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, (i) the total liability of Seller for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim Cap; (ii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iii) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty (180) days; provided, however, no claim with respect to such representations and warranties of Seller shall be valid or enforceable, at law or in equity, unless written notice containing a description of the specific nature of such claim 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 (2) years of Closing. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars ($50,000.00) (at which point, subject to the above provisions, Seller shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, (i) the total liability of Seller for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Post-Closing Claim Cap; (ii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iii) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty (180) days; provided, however, no claim with respect to such representations and warranties of Seller shall be valid or enforceable, at law or in equity, unless written notice containing a description of the specific nature of such claim 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 (2) years of Closing. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars ($50,000.00) (the “Post-Closing Claim Floor”) (at which point, subject to the above provisions, Seller shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11Notwithstanding anything herein to the contrary, the Post-Closing Claim Floor and the Post-Closing Claim Cap shall not apply to breaches attributable to the fraud or an intentional, material misrepresentation by Seller, and in such circumstances, Purchaser shall be entitled to all remedies available at law or equity, including, without limitation, filing suit for Purchaser’s actual damages, but specifically excluding any suit for consequential, special or punitive damages.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, (i) the total liability of Seller for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim Cap; (ii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iii) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty (180) days; provided, however, no claim with respect to such representations and warranties of Seller shall be valid or enforceable, at law or in equity, unless written notice containing a description of the specific nature of such claim 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 (2) years of Closing. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser each Party hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller the other Party for damages that Purchaser the waiving Party may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Sellerthe other Party’s representations or warranties in this Agreement or any document executed by Seller the other Party in connection herewith being untrue, inaccurate or incorrect if Purchaser the waiving Party knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Twenty-Five Thousand Dollars ($50,000.0025,000.00) (at which point, subject to the above provisions, Seller shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11.

Breach of Representations. Seller Assignor and Purchaser agree Assignee agree, except in the case of willful and intentional fraud or willful and intentional misrepresentation that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any material breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, that (i) the total liability of Seller Assignor for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim CapTwo Hundred Thousand Dollars ($500,000.00); (ii) the total liability of Assignee for all such breaches and any matters relating thereto shall not, in the aggregate, exceed Two Hundred Thousand Dollars ($200,000.00); (iii) such representations and warranties are personal to Seller Assignor and Purchaser Assignee and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iiiiv) the representations and warranties of Seller Assignor set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty (180) days; provided, however, and no claim with respect to such representations and warranties of Seller action or proceeding thereon shall be valid or enforceable, at law or in equity, unless written notice containing if a description of the specific nature of such claim 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 legal proceeding is not commenced by Purchaser against Seller within two (2) years of Closingthat time. Notwithstanding the foregoing, howeverAssignor shall have no liability for any such breach: (a) regarding which Assignee or its Representatives had actual knowledge prior to Closing; or (b) that was disclosed in this Agreement, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Purchase Agreement or otherwise other written information furnished in writing to make a claim against Seller for damages Assignee. Assignee and Assignor further agree that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller Assignor or Assignee under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars ($50,000.00) 50,000 (at which point, subject to the above provisions, Seller Assignor and Assignee shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article Articles 6 and 7 hereof; provided, however, (i) the total liability of Seller or Purchaser for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim Cap; provided, further, that the Post Closing Claim Cap shall not apply to claims to the extent based on fraud or intentional misrepresentations by Seller or Purchaser; (ii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iii) the representations and warranties of Seller or Purchaser set forth in this Agreement or in any document or certificate delivered by Seller or Purchaser in connection herewith shall survive the Closing for a period of one two hundred eighty seventy-five (180275) days; provided, however, no claim with respect to such representations and warranties of Seller relating thereto shall be valid or enforceable, at law or in equity, unless written notice containing a description of the specific nature of such claim shall have been given by Purchaser the party claiming such breach to Seller the alleged breaching party prior to the expiration of said one two hundred eighty seventy-five (180275) day period and an action shall have been commenced by Purchaser such party against Seller the alleged breaching party within two (2) years of Closing. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser and Seller each hereby expressly waiveswaive, relinquishes relinquish and releases release any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller the other party for damages that Purchaser such party may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s or Purchaser’s, as applicable, representations or warranties in this Agreement or any document executed by Seller or Purchaser, as applicable, in connection herewith being untrue, inaccurate or incorrect if Purchaser the party claiming the breach knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser Each party further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller or Purchaser under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars ($50,000.00) (at which point, subject to the above provisions, Seller the breaching party shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11Seller’s parent company, Lexicon Pharmaceuticals, Inc., a Delaware corporation, hereby guarantees, and shall be jointly and severally liable for, all obligations and liabilities incurred by Seller pursuant to this Section 10.4.

Breach of Representations. Seller Subject to the provisions of Section 7.2, the Sellers agree that the Sellers shall be liable for any direct and actual out-of-pocket damages (but not any consequential damages) resulting from any breach, in any material respect, of any of the Express Representations and Warranties or any representation made in any Landlord Estoppel Certificate, but only to the extent that the aggregate of all such damages incurred by the Purchaser agree thatis greater than the Limitation Threshold and in the event that the aggregate of all such damages exceeds the Limitation Threshold, subject to the provisions of the immediately following paragraph, the Closing, each Sellers shall be liable for the direct, but not consequential or punitive, entire amount of the damages resulting from incurred by the Purchaser up to the Maximum Aggregate Liability. In no event shall the Sellers’ aggregate liability for any breach of its representations any of the Express Representations and warranties expressly Warranties exceed the Maximum Aggregate Liability. Notwithstanding anything to the contrary set forth herein (a) in Article 7 hereof; providedthe event that, howeversubject to Section 7.2, the Purchaser has actual knowledge or is deemed to know, prior to the Closing, that any of the Express Representations and Warranties made herein was not true and correct, in all material respects, as of the Effective Date, then, the Purchaser may either (i) waive any such breach and consummate the total liability of Seller for all such breaches and Closing without any matters relating thereto shall not, in reduction or credit to the aggregate, exceed the Post Closing Claim Cap; Purchase Price or (ii) terminate this Agreement by written notice to the Sellers and the Escrow Agent, whereupon the Deposit shall be promptly returned to the Purchaser by the Escrow Agent and the parties hereto shall have no further rights, liabilities or obligations under this Agreement, except such representations rights, liabilities and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee obligations that expressly survive the termination of Purchaser in accordance with Section 11.3; this Agreement and (iiib) in the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive event that the Closing for a period of one hundred eighty (180) days; providedis consummated, however, no claim with respect to such representations and warranties of Seller shall be valid or enforceable, at law or in equity, unless written notice containing a description of the specific nature of such claim 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 (2) years of Closing. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller the Sellers for damages that the Purchaser may incur, or to rescind this Agreement and the transactions contemplated herebytransaction consummated, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith the Express Representations and Warranties being untrue, inaccurate or incorrect if the Purchaser knew had actual knowledge or is deemed to know that any such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or Any and all Landlord Estoppel Certificates shall be made for subject to the Estoppel Threshold Limit. In the event that the Purchaser incurs actual and direct out-of-pocket damages (but not including any alleged consequential damages) arising out of a breach of any representations representation or warranties made by Seller under or relating to this Agreement unless warranty set forth in any Landlord Estoppel Certificate, (1) the amount first ONE MILLION DOLLARS ($1,000,000.00) of such claim or claimsdamages (the “Estoppel Threshold Limit”) shall apply against, individually or in and be counted towards, the aggregate, exceeds Fifty Thousand Dollars Maximum Aggregate Liability ($50,000.00) (at which point, subject with the Sellers being nevertheless liable to the above provisionsPurchaser therefor) and (2) notwithstanding anything to the contrary set forth herein, Seller the Sellers shall be liable to the Purchaser for all any such damages caused thereby relating back in excess of the Estoppel Threshold Limit, and any such excess shall not apply against, and shall not be counted towards, the Maximum Aggregate Limit. The Express Representations and Warranties and the representations made in the Landlord Estoppel Certificates shall survive the Closing until the Expiration Date, and no action or proceeding thereon shall be valid or enforceable, at law or in equity, if the Purchaser has not asserted a claim against the Sellers with respect thereto prior to the first dollar expiration of loss)such survival period and a legal proceeding with respect thereto is not commenced within thirty (30) days after the expiration of such survival period. ARTICLE 11The terms and conditions of this Section 11.4 shall survive the Closing.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or consequential, incidental, indirect, punitive, special or exemplary, damages or lost profits, resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, that: (i) the total liability of Seller for all such breaches and any matters relating thereto or under any law applicable to the Property or this transaction shall not, in the aggregate, exceed Three Hundred Seventy Five Thousand Dollars ($375,000) (the “Claim Cap”); (ii) the total liability of Purchaser for all such breaches and any matters relating thereto or under any law applicable to the Property or this transaction shall not, in the aggregate, exceed the Post Closing Claim Cap; (iiiii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.311.3 (but not to any successor or assign of such assignee); and (iiiiv) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty six (1806) days; providedmonths, however, and no claim with respect to such representations and warranties of Seller action or proceeding thereon shall be valid or enforceable, at law or in equity, unless written notice containing if a description of the specific nature of such claim 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 legal proceeding is not commenced by Purchaser against Seller within two (2) years of Closingthat time. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is deemed to know that such representation or warranty the same was untrue, inaccurate or incorrect within Purchaser’s Knowledge at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars $25,000 (in which event the full amount of such valid claims against Seller, and not just the amount above $50,000.00) (at which point25,000, subject to shall be actionable up to, but not in excess of, the above provisionsClaim Cap). During the Survival Period, Seller shall be liable for all such damages caused thereby relating back maintain a liquid net worth at least equal to the first dollar of loss). ARTICLE 11Claim Cap.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article ARTICLE 7 hereofhereof and in any Seller Estoppel provided by Seller; provided, however, that: (i) the total liability of Seller for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim Cap; (ii) the total liability of Purchaser for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim Cap; (iii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section SECTION 11.3; and (iiiiv) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty (180) days; provided, however, that no claim with respect to such representations and warranties of Seller shall be valid or enforceable, at law or in equity, unless written notice containing a description of the specific nature of such claim 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 (2) years of Closing. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s 's representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement (including any claim under any Seller's Estoppel Certificate) unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars ($50,000.00) 50,000 (at which point, subject to the above provisions, Seller shall be liable for all such damages caused thereby relating back to the first dollar of loss). ARTICLE 11.

Breach of Representations. Seller and Purchaser agree that, following the Closing, each shall be liable for the directdirect damages, but not consequential or for any consequential, incidental, indirect, punitive, special or exemplary damages or lost profits, resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, that: (i) the total liability of Seller for all such breaches and any matters relating thereto or under any law applicable to the Property or this transaction shall not, in the aggregate, exceed one and one-half percent (1.5%) of the Purchase Price (the “Claim Cap”); (ii) the total liability of Purchaser for all such breaches and any matters relating thereto or under any law applicable to the Property or this transaction shall not, in the aggregate, exceed the Post Closing Claim Cap; (iiiii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iiiiv) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of one hundred eighty nine (1809) days; providedmonths, however, and no claim with respect to such representations and warranties of Seller action or proceeding thereon shall be valid or enforceable, at law or in equity, unless written notice containing if a description of the specific nature of such claim 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 legal proceeding is not commenced by Purchaser against Seller within two (2) years of Closingthat time. Notwithstanding the foregoing, however, if the Closing occurs, occurs Purchaser and Seller each hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller the other for damages that Purchaser that the waiving party may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Sellerthe other party’s representations or warranties in this Agreement or any document executed by Seller the other party in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or the waiving party is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser and Seller each further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller the other party under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars $100,000 (in which event the full amount of such valid claims against the other party, and not just the amount above $50,000.00) (at which point100,000, subject to the above provisions, Seller shall be liable for all such damages caused thereby relating back to actionable up to, but not in excess of, the first dollar of lossClaim Cap). ARTICLE 11.

Breach of Representations. Seller Sellers and Purchaser agree that, following the Closing, each Seller and Purchaser shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereofhereof and in the case of Seller (and Holdings), in any Seller Estoppel Certificates delivered by Sellers and Holdings at Closing and for other indemnifications and covenants contained in any documents delivered by Sellers and/or Holdings at Closing; provided, however, that: (i) the aggregate liability of all Sellers and Holdings for all such breaches, indemnifications and any matters relating thereto shall not exceed the Claim Cap (thus, by way of example, if one Seller pays an amount equal to the Claim Cap, then neither that Seller nor any other Seller (including Holdings) shall have any further liability); (ii) the total liability of Seller Purchaser for all such breaches and any matters relating thereto shall not, in the aggregate, exceed the Post Closing Claim Cap; (iiiii) such representations representations, warranties, indemnifications and warranties covenants are personal to Seller Sellers and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 11.3; and (iiiiv) the representations, warranties, covenants and indemnifications of Sellers and the representations and warranties of Seller Purchaser set forth in this Agreement or in any document or certificate delivered by Seller Sellers in connection herewith shall survive the Closing for a period of one hundred eighty six (1806) days; providedmonths, however, and no claim with respect to such representations and warranties of Seller action or proceeding thereon shall be valid or enforceable, at law or in equity, unless written notice containing if a description of the specific nature of such claim 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 legal proceeding is not commenced by Purchaser against Seller within two (2) years of Closingthat time. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller Sellers for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s Sellers’ representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, that no claim may or shall be made for any alleged breach of any representations or warranties made by Seller Sellers under or relating to this Agreement (including any claim under any Seller’s Estoppel Certificate) or any indemnification claim under any document delivered at Closing unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifty Thousand Dollars $100,000 ($50,000.00) (at in which point, subject to event the above provisions, Seller full amount of such valid claims against Sellers shall be liable for all such damages caused thereby relating back to actionable up to, but not in excess of, the first dollar of lossClaim Cap). ARTICLE 11.