Common use of Limitation Period Clause in Contracts

Limitation Period. Seller’s covenants, indemnities, warranties and representations contained in this Contract and in any document executed by Seller pursuant to this Contract shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty shall be limited to claims in excess of an aggregate amount of $25,000, and Seller shall be liable only to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties shall not exceed $300,000. Notwithstanding anything to the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever. Purchaser shall provide written notice to Seller of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period not to exceed 90 days, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided that any claim or action at law for actual damages brought after Closing based upon a misrepresentation or a breach of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim is given to Seller within ninety-one (91) days following the expiration of the Limitation Period. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 shall apply fully to liabilities under such covenants, indemnities, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 does not apply to Seller’s liability with respect to prorations and adjustments under Article 6. The provision of this Section 8.6.1 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents.

Limitation Period. Seller’s covenants, indemnities, warranties and representations contained in this Contract and in any document executed by Seller pursuant to this Contract shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of one hundred and eighty (180) days after the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty with respect to the Property shall be limited to claims in excess of an aggregate amount of Fifty Thousand Dollars ($25,000, 50,000.00) and Seller shall be liable only to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties with respect to the Property shall not exceed $300,000. Notwithstanding anything to two percent (2%) of the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoeverPurchase Price (the “Damage Limit”). Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 thirty (30) days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 thirty (30) days, an additional reasonable time period not to exceed 90 daysperiod, so long as such cure has been commenced within such 30 thirty (30) days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided which must be commenced, if at all, within the Limitation Period; provided, however, that any claim or if within the Limitation Period Purchaser gives Seller written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a cure, commences to cure and thereafter terminates such cure effort, Purchaser shall have an additional thirty (30) days from the date of such termination within which to commence an action at law for actual damages brought after Closing based upon up to the Damage Limit as a misrepresentation or a breach consequence of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim is given Seller’s failure to Seller within ninety-one (91) days following the expiration of the Limitation Periodcure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 shall apply fully to liabilities under such covenants, indemnities, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 10.3.1 does not apply to Seller’s liability with respect to prorations and adjustments under Article 6. The provision of this Section 8.6.1 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents7.

Limitation Period. The representations and warranties of Seller’s covenants, indemnitiesand any covenants and indemnities of Seller which expressly survive the Closing, warranties and representations contained in this Contract Agreement and in any document executed by Seller pursuant to this Contract Agreement shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of one (1) year after the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty with respect to the Property shall be limited to claims in excess of an aggregate amount of $25,000, 100,000 and Seller shall be liable only to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties with respect to the Property shall not exceed $300,000. Notwithstanding anything to the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever1,500,000. Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period not to exceed 90 daysperiod, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided which must be commenced, if at all, within the Limitation Period; provided, however, that any claim or if within the Limitation Period Purchaser gives Seller written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a cure, commences to cure and thereafter terminates such cure effort, Purchaser shall have an additional 30 days from the date of such termination within which to commence an action at law for actual damages brought after Closing based upon as a misrepresentation or a breach consequence of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim is given Seller’s failure to Seller within ninety-one (91) days following the expiration of the Limitation Periodcure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 Paragraph 2.5 shall apply fully to liabilities under such covenants, indemnitiesindemnitees, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 Paragraph 9.4(a) does not apply to Seller’s liability with respect to prorations and adjustments under Article 6. The provision of this Section 8.6.1 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents7.

Limitation Period. The representations and warranties of Seller’s covenants, indemnitiesand any covenants and indemnities of Seller which expressly survive the Closing, warranties and representations contained in this Contract Agreement and in any document executed by Seller pursuant to this Contract Agreement shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of 270 days after the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty with respect to the Property shall be limited to claims in excess of an aggregate amount of $25,000, 25,000 and Seller shall be liable only to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties with respect to the Property shall not exceed $300,000. Notwithstanding anything to the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever500,000. Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period not to exceed exceeding 90 days, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole and exclusive remedy shall be an action at law for actual damages (subject to the second and third sentences of this Paragraph 9.3(a)) as a consequence thereof, provided which must be commenced, if at all, within the Limitation Period; provided, however, that any claim or if within the Limitation Period Purchaser gives Seller written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a cure, commences to cure and thereafter terminates such cure effort, Purchaser shall have an additional 30 days from the date of such termination within which to commence an action at law for actual damages brought after Closing based upon as a misrepresentation or a breach consequence of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim is given Seller’s failure to Seller within ninety-one (91) days following the expiration of the Limitation Periodcure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 shall apply fully to liabilities under such covenants, indemnities, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 Paragraph 9.3(a) does not apply to Seller’s liability with respect to prorations prorations, sales commissions and adjustments under Article 6. The provision of this Section 8.6.1 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents7.

Limitation Period. Seller’s covenants, indemnities, warranties and representations contained in this Contract Agreement and in any document executed by Seller pursuant to this Contract Agreement shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of one year after the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty with respect to the Property shall be limited to claims in excess of an $18,000 (aggregate amount of $25,000for all breaches), and Seller shall be liable only to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties with respect to the Property shall not exceed $300,000750,000 (aggregate for all breaches). Notwithstanding anything to the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever. Any claim by Purchaser shall provide written notice to Seller of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably must be cured within 30 days, an additional asserted with reasonable time period not to exceed 90 days, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after specificity by written notice delivered to Seller before the expiration of the Limitation Period, and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided that any claim or action at law for actual damages brought after Closing based upon a misrepresentation or a obligation of Seller with respect to any breach of a any such covenant, indemnity, representation or warranty or representation under this Contract shall be actionable or enforceable if and only if automatically terminate unless such notice is timely given, time being of such claim is given to Seller the essence, within ninety-one (91) days following the expiration of the Limitation Period. The Limitation Period referred to herein and the termination of Seller’s liability shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 Paragraph 2.5 shall apply fully to liabilities under such covenants, indemnitiesindemnitees, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination limitation of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 Paragraph 9.3(a) does not apply to Seller’s liability with respect to prorations and adjustments under Article 6. The provision of this Section 8.6.1 shall survive indefinitely the Closing 7 or earlier termination of this Contract and shall not be merged into the Deed or other closing documentsto Paragraph 7.5.

Limitation Period. Seller’s covenantswarranties, indemnities, warranties representations and representations indemnities contained in this Contract Agreement and in any document executed by Seller pursuant to this Contract Agreement (other than the Deed) shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of that date which is 9 months after the Closing Date (the “Limitation Period”). During the Limitation Period, Seller agrees to maintain its entity existence. Seller’s liability for breach of any such covenant, indemnity, representation or warranty or under any such indemnity shall be limited to claims in excess of an aggregate $25,000 (the “Threshold Amount”), it being understood that such amount of $25,000damages shall accumulate until such time as the aggregate amount of damages equals or exceeds such Threshold Amount, and Seller whereupon the Purchaser shall be liable only entitled to indemnification hereunder for all such damages, including the Threshold Amount. Notwithstanding anything to the extent that such aggregate amount exceeds such figure. contrary herein, Seller’s aggregate liability for claims arising out of such covenantsrepresentations, indemnities, representations and warranties and/or indemnities shall not exceed $300,000. Notwithstanding anything to the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever1,000,000. Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of such covenants, indemnities, warranties or representations and and/or claim for indemnification. Purchaser shall allow Seller 30 days within which to cure such breachbreach or settle such claim, or, if such breach or settlement cannot reasonably be cured or accomplished within 30 days, an additional reasonable time period not to exceed 90 daysperiod, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach or settle such claim after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided which must be commenced, if at all, by that any claim or action at law for actual damages brought after Closing based upon a misrepresentation or a breach of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim date which is given to Seller within ninety-one thirty (9130) days following the after expiration of the Limitation Period. The Limitation Period referred to herein shall apply to known unknown as well as unknown known breaches of such covenants, indemnities, warranties or representationsand claims. Purchaser’s waiver and release set forth in Section 2.6 Paragraph 2.5 shall apply fully to liabilities under such covenants, indemnities, representations and warranties and is hereby incorporated by this reference. Except as specifically provided in this paragraph, none of Seller’s representations, warranties, indemnities, covenants or agreements shall survive the Closing. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 Paragraph 9.3(a) does not apply to Seller’s liability the obligations of the parties with respect to prorations and adjustments under Article 6. The provision of this Section 8.6.1 7, which shall survive indefinitely until the Closing or earlier termination parties’ satisfaction of this Contract and shall not be merged into the Deed or other closing documentstheir respective obligations under Paragraph 7.1(g).

Limitation Period. Seller’s covenants, indemnities, warranties and representations contained in this Contract and in any document executed by Seller pursuant to this Contract shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of one year after the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty with respect to the Property shall be limited to claims in excess of an aggregate amount of $25,000, 50,000 and Seller shall be liable only to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties with respect to the Property shall not exceed $300,000. Notwithstanding anything to 5,000,000 (the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever“Damage Limit’”). Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period not to exceed 90 daysperiod, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided which must be commenced, if at all, within the Limitation Period; provided, however, that any claim or if within the Limitation Period Purchaser gives Seller written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a cure, commenced to cure and thereafter terminates such cure effort, Purchaser shall have an additional 30 days from the date of such termination within which to commence an action at law for actual damages brought after Closing based upon up to the Damage Limit as a misrepresentation or a breach consequence of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim is given Seller’s failure to Seller within ninety-one (91) days following the expiration of the Limitation Periodcure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 shall apply fully to liabilities under such covenants, indemnities, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 10.3.1 does not apply to Seller’s liability with respect to prorations and adjustments under Article 6. The provision of this Section 8.6.1 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents7.

Limitation Period. The representations and warranties of Seller’s covenants, indemnitiesand any covenants and indemnities of Seller which expressly survive the Closing, warranties and representations contained in this Contract Agreement and in any document executed by Seller pursuant to this Contract Agreement (“Seller’s Surviving Warranties”) shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of six (6) months after the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty with respect to the Property shall be limited to claims that are in excess of an aggregate amount of $25,000, and Seller shall be liable only to the extent that such aggregate amount exceeds such figure50,000. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties with respect to the Property shall not exceed $300,000. Notwithstanding anything to the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever500,000. Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period not to exceed 90 days, so long as such cure has been commenced within such 30 days and is being diligently pursuedrepresentations. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole and exclusive remedy for breach of such covenants, indemnities, warranties or representations shall be an action at law for actual damages (subject to the second and third sentences of this Paragraph 9.3(a)) as a consequence thereof, provided that any claim or action which must be commenced, if at law for actual damages brought all, no later than 30 days after Closing based upon a misrepresentation or a breach of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim is given to Seller within ninety-one (91) days following the expiration of the Limitation Period. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 Paragraph 2.5 shall apply fully to liabilities under such covenants, indemnitiesindemnitees, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 Paragraph 9.3(a) does not apply to Seller’s liability with respect to prorations and adjustments under Article 6. The provision of this Section 8.6.1 shall survive indefinitely 7 and does not apply to Seller’s obligation to return the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documentsXxxxxxx Money as expressly required herein.

Limitation Period. Seller’s covenants, indemnities, warranties and representations contained in this Contract and in any document executed by Seller pursuant to this Contract shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending on the first anniversary of one year after the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty with respect to the Property shall be limited to claims in excess of an aggregate amount of $25,000, 50,000 and Seller shall be liable only to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties with respect to the Property shall not exceed $300,000. Notwithstanding anything to 5,000,000 (the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever“Damage Limit”). Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period not to exceed 90 daysperiod, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided which must be commenced, if at all, within the Limitation Period; provided, however, that any claim or if within the Limitation Period Purchaser gives Seller written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a cure, commenced to cure and thereafter terminates such cure effort, Purchaser shall have an additional 30 days from the date of such termination within which to commence an action at law for actual damages brought after Closing based upon up to the Damage Limit as a misrepresentation or a breach consequence of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim is given Seller’s failure to Seller within ninety-one (91) days following the expiration of the Limitation Periodcure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 shall apply fully to liabilities under such covenants, indemnities, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 10.3.1 does not apply to Seller’s liability with respect to prorations and adjustments under Article 6. The provision of this Section 8.6.1 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents7.

Limitation Period. Seller’s covenants(a) Notwithstanding the foregoing, indemnitiesany claim for indemnification under Section 3.2 hereof must be asserted in writing by the Indemnified Party, warranties and representations contained in this Contract and in any document executed by Seller pursuant to this Contract shall survive Purchaser’s purchase stating the nature of the Property only Losses and the basis for a period commencing indemnification therefor on or before the Closing Date and ending on date that is one (1) year after the first anniversary of the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenantClosing, indemnityprovided, representation or warranty shall be limited to claims in excess of an aggregate amount of $25,000however, and Seller shall be liable only to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties shall not exceed $300,000. Notwithstanding anything to the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever. Purchaser shall provide written notice to Seller of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period not to exceed 90 days, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided that any claim or action at law for actual damages brought after Closing based upon a misrepresentation or indemnification under Section 3.2 hereof relating to a breach of a covenantrepresentation or warranty contained in Section 2.5 hereof must be so asserted on or before 60 days after the applicable statute of limitations period has expired. (b) If so asserted in writing within the time periods described in Section 3.6(a) hereof, indemnity, warranty such claims for indemnification shall survive until resolved by mutual agreement between Indemnitor and the Indemnified Party or representation under this Contract by judicial determination. Any claim for indemnification not so asserted in writing within the time periods described in Section 3.6(a) hereof shall not thereafter be actionable or enforceable if asserted and only if notice of such claim is given to Seller within ninety-one shall forever be waived. (91c) days following Notwithstanding the expiration of the Limitation Period. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release limitation periods set forth in Section 2.6 3.6(a) hereof, any Claim for indemnification involving, based upon or arising out of any fraud or intentional misrepresentation by Indemnitor shall have no expiration date and shall accrue indefinitely. (d) In addition, the following limitations shall apply fully to liabilities under such covenants, indemnities, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 does not apply to Seller’s liability with respect to prorations any claim for indemnification under Section 3.2 hereof relating to a breach of a representation or warranty contained in Section 2.10 hereof: (i) to the extent such claim is or may reasonably be expected to be covered by title insurance, the Company and adjustments applicable Property-Owning Entity shall make commercially reasonable efforts to collect such claim under Article 6. The provision such title insurance, including the timely assertion of this such claim against the applicable title insurance company and the institution of appropriate legal proceedings against such title insurance company and diligent prosecution of such proceedings to final judicial resolution; (ii) the aggregate liability of Indemnitor and the Other Indemnitors with respect to any such claim shall be reduced on a dollar for dollar basis by the proceeds of title insurance collected by the Company for such claim; and (iii) Indemnitor shall have no liability for any such claim unless the Company has provided Indemnitor a written notice stating the nature of such alleged breach of Section 8.6.1 shall survive indefinitely 2.10 on or before the Closing or earlier termination date that is one (1) year after the Closing, and has asserted such claim for indemnification against the Indemnitor within 60 days following the final judicial resolution of this Contract and shall not be merged into the Deed or other closing documentsclaim against the title insurance company.

Limitation Period. Seller’s covenants, indemnities, warranties and representations contained in this Contract Agreement and in any document executed by Seller pursuant to this Contract Agreement shall not be negated by or merged into the Deed, and shall survive Purchaser’s purchase of the Property Property, but only for a period commencing on the Closing Date and ending on the first anniversary of nine (9) months after the Closing Date (the “Limitation Period”). Seller’s liability for breach of any such covenant, indemnity, representation or warranty shall be limited to claims in excess of an aggregate amount of $25,000, and Seller shall be liable only with respect to the extent that such aggregate amount exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties Property shall not exceed Two Hundred Thousand Dollars ($300,000. Notwithstanding anything to 200,000.00) (the contrary contained in this Contract, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever“Ceiling Amount”). Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period not to exceed 90 ninety (90) days, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, provided which must be commences, if at all, within the Limitation Period; provided, however, that any claim or if within the Limitation Period Purchaser gives Seller written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a cure, commenced to cure and thereafter terminates such cure effort, Purchaser shall have an additional 30 days from the date of such termination within which to commence an action at law for actual damages brought after Closing based upon as a misrepresentation or a breach consequence of a covenant, indemnity, warranty or representation under this Contract shall be actionable or enforceable if and only if notice of such claim is given Seller’s failure to Seller within ninety-one (91) days following the expiration of the Limitation Periodcure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser’s waiver and release set forth in Section 2.6 Paragraph 2.5 shall apply fully to liabilities under such covenants, indemnitiesindemnitees, representations and warranties and is hereby incorporated by this reference. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller’s liability in this Section 8.6.1 Paragraph 9.3(a) does not apply to Seller’s liability with respect to prorations and adjustments under Article 67. The provision of this Section 8.6.1 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents.PURCHASER HEREBY ACKNOWLEDGES THAT PURCHASER HAS CAREFULLY REVIEWED THIS SUBPARAGRAPH AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBPARAGRAPH ARE A MATERIAL PART OF THIS AGREEMENT. Purchaser’s Initials