Limitation on Claims; Survival of Representations and Warranties. (a) Notwithstanding any provision to the contrary herein or in any document or instrument (including, without limitation, any deeds or assignments) executed by Seller and delivered to Buyer or any Permitted Assignee at or in connection with the Closing (collectively, "Closing Documents"), Seller shall have no liability whatsoever with respect to any suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses or costs, including, without limitation, attorneys' and experts' fees and costs and investigation, and remediation costs (collectively "Claims") under, and Buyer shall be barred from bringing any Claims with respect to, any of the representations and warranties contained in this Agreement or in any Closing Document, except to the extent (and only to the extent) that (i) with respect to Claims for breach of representations and warranties relating to a specific Property, the amount of such Claims exceed One Hundred Thousand Dollars ($100,000) ("Threshold Amount") and, in such case, such Claims shall only be valid (and the Seller shall only be liable) for the portion that exceeds the Threshold Amount; provided, however, notwithstanding any provision to the contrary herein or in any Closing Document, the (i) total liability of Seller for any or all Claims (inclusive of Claims with respect to any estoppel certificates delivered by Seller pursuant to Section 8.4(a)) with respect any Property shall not exceed two and three quarters percent (2.75%) of the Purchase Price. Further notwithstanding any provision to the contrary herein or in any Closing Document, Seller shall have no liability with respect to any Claim under any of the representations and warranties contained in this Agreement or in any Closing Document, which Claim relates to or arises in connection with (1) any Hazardous Materials (except solely to the extent that Seller has breached its representation in Section 4.1(k)), (2) the physical condition of any Property (except solely to the extent that Seller has breached its representation in Section 4.1(k)) or (3) any other matter not expressly set forth in the Seller's representations and warranties set forth in Section 4.1. Buyer shall not make any Claim or deliver any Claim Notice unless it in good faith believes the Claims would exceed the Threshold Amount provided in this Section 4.3(a).
Limitation on Claims; Survival of Representations and Warranties. (a) Notwithstanding anything to the contrary provided herein, the sole recourse of Spiexxx xxxh respect to Contributors' representations, warranties and covenants to be performed prior to or concurrent with the applicable Closing set forth herein or in any Contributor estoppel certificate, any Deed, any Assignment of Partnership Interests and any representation and warranty "date-down" certificate, or made pursuant to this Agreement or any such document, shall be against the OP Units and Shares issued to the Contributors (and/or their designated recipients of such OP Units and/or Shares) hereunder and each such Contributor's (and/or each designated recipient's) right, title and interest as a partner in
