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). (b) Except as otherwise specifically set forth in this Agreement, the representations and warranties of Seller contained herein or in any Closing Document shall survive only until July 6, 1998. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has not been delivered to Seller on or prior to July 6, 1998 shall not be valid or effective. For the avoidance of doubt, on July 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer, any Permitted Assignee and/or their successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the Properties, except solely for those matters that are then the subject of a pending Claim Notice delivered by Buyer to Seller. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has been delivered to Seller on or prior to July 6, 1998 may be the subject of subsequent litigation brought by Buyer against Seller, provided that such litigation is commenced against Seller on or prior to October 6, 1998. For the avoidance of doubt, on October 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the Properties, except solely for those matters that are the subject of a litigation by Buyer against Seller that is pending on October 6, 1998. (c) This Section 4.3 shall survive the Closing.

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). (b) Except as otherwise specifically set forth in this Agreement, the representations and warranties of Seller contained herein or in any Closing Document shall survive only until July 6, 1998. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has not been delivered to Seller on or prior to July 6, 1998 shall not be valid or effective. For the avoidance of doubt, on July 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer, any Permitted Assignee and/or their successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the Properties, except solely for those matters that are then the subject of a pending Claim Notice delivered by Buyer to Seller. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has been delivered to Seller on or prior to July 6, 1998 may be the subject of subsequent litigation brought by Buyer against Seller, provided that such litigation is commenced against Seller on or prior to October 6, 1998. For the avoidance of doubt, on October 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the Properties, except solely for those matters that are the subject of a litigation by Buyer against Seller that is pending on October 6, 1998. (c) This Section 4.3 shall survive the Closing.

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). (b) Except as otherwise specifically set forth in this Agreement, the representations and warranties of Seller contained herein or in any Closing Document shall survive only until July 6, 1998. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has not been delivered to Seller on or prior to July 6, 1998 shall not be valid or effective. For the avoidance of doubt, on July 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer, any Permitted Assignee and/or their successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the Properties, except solely for those matters that are then the subject of a pending Claim Notice delivered by Buyer to Seller. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has been delivered to Seller on or prior to July 6, 1998 may be the subject of subsequent litigation brought by Buyer against Seller, provided that such litigation is commenced against Seller on or prior to October 6, 1998. For the avoidance of doubt, on October 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the Properties, except solely for those matters that are the subject of a litigation by Buyer against Seller that is pending on October 6, 1998. (c) This Section 4.3 shall survive the Closing.

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). (b) Except as otherwise specifically set forth in this Agreement, the representations and warranties of Seller Sellers contained herein or in any Closing Document shall survive only until July 6June 30, 1998. Any Claim that Buyer may have at any time against a Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has not been delivered to Seller Sellers on or prior to July 6June 30, 1998 shall not be valid or effective, and the party against whom such Claim is asserted shall have no liability with respect thereto. For the avoidance of doubt, on July 6June 30, 1998, each Seller shall be fully discharged and released (without the need for separate releases or other documentationdocumenta tion) from any liability or obligation to Buyer, any Permitted Assignee and/or their successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the Properties, except solely for those matters that are then the subject of a pending Claim Notice delivered by Buyer to such Seller. Any Claim that Buyer may have at any time against a Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has been delivered to Seller Sellers on or prior to July 6June 30, 1998 may be the subject of subsequent litigation brought by Buyer against such Seller, provided that such litigation is commenced against such Seller on or prior to October 6December 31, 1998. For the avoidance of doubt, on October 6December 31, 1998, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the PropertiesProp erties, except solely for those matters that are the subject of a litigation by Buyer against such Seller that is pending on October 6December 31, 1998. (c) In connection with this Section 4.4, but only to the extent specifically provided in this Section 4.4, Buyer expressly waives the benefits of Section 1542 of the California Civil Code (or any similar provision or principle of law which may apply in any other state where any Property is located) which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR." (d) This Section 4.3 4.4 shall survive the Closing.

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). (b) Except as otherwise specifically set forth in this Agreement, the representations and warranties of Seller contained herein or in any Closing Document shall survive only until July 6, 1998. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has not been delivered to Seller on or prior to July 6, 1998 shall not be valid or effective. For the avoidance of doubt, on July 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer, any Permitted Assignee and/or their successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the PropertiesProperty, except solely for those matters that are then the subject of a pending Claim Notice delivered by Buyer to Seller. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has been delivered to Seller on or prior to July 6, 1998 may be the subject of subsequent litigation brought by Buyer against Seller, provided that such litigation is commenced against Seller on or prior to October 6, 1998. For the avoidance of doubt, on October 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the PropertiesProperty, except solely for those matters that are the subject of a litigation by Buyer against Seller that is pending on October 6, 1998. (c) This Section 4.3 shall survive the Closing.

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). (b) Except as otherwise specifically set forth in this Agreement, the representations and warranties of Seller contained herein or in any Closing Document shall survive only until July 6, 1998the date that is one (1) year following the Closing Date (the "EXPIRATION DATE"). Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has not HAS NOT been delivered to Seller on or prior to July 6, 1998 the Expiration Date shall not be valid or effective. For the avoidance of doubt, on July 6, 1998the Expiration Date, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer, any its Permitted Assignee and/or their successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the PropertiesProperty, except solely for those matters that are then the subject of a pending Claim Notice delivered by Buyer to Seller. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has HAS been delivered to Seller on or prior to July 6, 1998 the Expiration Date may be the subject of subsequent litigation brought by Buyer against Seller, provided PROVIDED that such litigation is commenced against Seller on or prior to October 6, 1998the date that is sixty (60) days following the Expiration Date. For the avoidance of doubt, on October 6, 1998the date that is sixty (60) days following the Expiration Date, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the PropertiesProperty, except solely for those matters that are the subject of a litigation by Buyer against Seller that is pending on October 6, 1998the date that is sixty (60) days following the Expiration Date. (c) This Section SECTION 4.3 shall survive the Closing.

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). (b) Except as otherwise specifically set forth in this Agreement, the representations and warranties of Seller contained herein or in any Closing Document shall survive only until July 6, 1998. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has not been delivered to Seller on or prior to July 6, 1998 shall not be valid or effective. For the avoidance of doubt, on July 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer, any Permitted Assignee and/or their successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the PropertiesProperty, except solely for those matters that are then the subject of a pending Claim Notice delivered by Buyer to Seller. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has been delivered to Seller on or prior to July 6, 1998 may be the subject of subsequent litigation brought by Buyer against Seller, provided that such litigation is commenced against Seller on or prior to October 6, 1998. For the avoidance of doubt, on October 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the Properties, except solely for those matters that are the subject of a litigation by Buyer against Seller that is pending on October 6, 1998. (c) This Section 4.3 shall survive the Closing.

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). (b) Except as otherwise specifically set forth in this Agreement, the representations and warranties of Seller contained herein or in any Closing Document shall survive only until July 6, 1998. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has not been delivered to Seller on or prior to July 6, 1998 shall not be valid or effective. For the avoidance of doubt, on July 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer, any Permitted Assignee and/or their successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the PropertiesProperty, except solely for those matters that are then the subject of a pending Claim Notice delivered by Buyer to Seller. Any Claim that Buyer may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, with respect to which a Claim Notice has been delivered to Seller on or prior to July 6, 1998 may be the subject of subsequent litigation brought by Buyer against Seller, provided that such litigation is commenced against Seller on or prior to October 6, 1998. For the avoidance of doubt, on October 6, 1998, Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Buyer and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement, any Closing Document or the PropertiesProperty, except solely for those matters that are the subject of a litigation by Buyer against Seller that is pending on October 6, 1998. (c) This Section 4.3 shall survive the Closing.