Common use of Limitation on Claims; Survival of Representations and Warranties Clause in Contracts

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 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 (each, a "Threshold Amount") (a) Four Hundred Thousand Dollars ($400,000) with respect to the Property known as "Freedom Circle Business Center," (b) Seventy Five Thousand Dollars ($75,000) with respect to the Property known as "Devon West, and (c) One Hundred Thousand Dollars ($100,000) ("Threshold Amount") with respect to any other single Property 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 Allocated Purchase PricePrice for such Property. 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 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 the Property, the amount of such Claims exceed exceeds 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 the 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 the 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 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 exceeds Seventy Five Thousand Dollars ($100,00075,000) ("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 PricePrice for the Property. 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 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 exceeds Two Hundred Fifty Thousand Dollars ($100,000250,000) ("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 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 its Permitted Assignee at or in connection with the Closing (collectively, "Closing DocumentsCLOSING 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 collectively, "ClaimsCLAIMS") under, and Buyer shall be barred from bringing any Claims with respect to, under 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 exceeds Ten Thousand and No/100 Dollars ($100,00010,000.00) (the "Threshold AmountTHRESHOLD 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; providedPROVIDED, howeverHOWEVER, notwithstanding any provision to the contrary herein or in any Closing Document, the (i) total aggregate 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 the entirety of the Property shall not exceed two the sum of Five Hundred Thousand and three quarters percent No/100 Dollars (2.75%) of the Purchase Price$500,000.00). 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 SECTION 4.1(k)), (2) the physical condition of any the Property (except solely to the extent that Seller has breached its representation in Section SECTION 4.1(k)) or (3) any other matter not expressly set forth in the Seller's representations and warranties set forth in Section 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 SECTION 4.3(a).

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 any Seller and delivered to Buyer or any Permitted Assignee at or in connection with the Closing (collectivelycollec tively, "Closing Documents"), no 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, under 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 one hundred thousand dollars ($100,000) with respect to such single Property and ("Threshold Amount"ii) (x) with respect to the Pool A Properties, the aggregate amount of all Claims (exclusive of Claims with respect to any estoppel certificates delivered by Sellers pursuant to Section 8.4(a)) for breach of Sellers' representations and warranties exceeds $6,138,000.00 (and, in such case, such Claims shall only be valid (and the Seller Sellers shall only be liable) for the portion that exceeds $6,138,000.00) and (y) with respect to the Threshold AmountPool B Properties, the aggregate amount of all Claims (exclusive of Claims with respect to any estoppel certificates delivered by Sellers pursuant to Section 8.4(a)) for breach of Sellers' representations and warranties exceeds $3,862,000.00 (and, in such case, such Claims shall only be valid (and the Sellers shall only be liable) for the portion that exceeds $3,862,000.00); provided, however, notwithstanding any provision to the contrary herein or in any Closing Document, the (i) total liability of Seller all Sellers for any or all Claims (inclusive of Claims with respect to any estoppel certificates delivered by Seller Sellers pursuant to Section 8.4(a)) with respect to any Property or all Pool A Properties shall not exceed two $12,276,000.00 and three quarters percent (2.75%ii) the total liability of the Purchase Priceall Sellers for any or all Claims (inclusive of Claims with respect to any estoppel certificates delivered by Sellers pursuant to Section 8.4(a)) with respect to any or all Pool B Properties shall not exceed $7,724,000.00. Further notwithstanding any provision to the contrary herein or in any Closing Document, Seller Sellers shall have no liability with respect to any Claim under any of the representations represen tations 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 the applicable Seller has breached its representation in Section 4.1(k)), (2) the physical condition of any Property (except solely to the extent that the applicable Seller has breached its representation in Section 4.1(k)) or (3) any other matter not expressly set forth in the Seller's Sellers' 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 minimum thresholds to recovery provided in this Section 4.3(a4.4(a).

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 the Property, the amount of such Claims exceed One Hundred Thousand Dollars (exceeds $100,000) 150,000 ("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 the 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 the 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).