Common use of Limitations on Seller’s Liability Clause in Contracts

Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties Notwithstanding anything to the contrary in this Agreement, the liability of Buyer made in Seller under this Agreement and all any documents delivered in connection herewith or contemplated hereby shall be limited as follows: (a) EXCEPT TO THE EXTENT ARISING OUT OF FRAUD, CRIMINAL MISREPRESENTATION OR WILLFUL MISCONDUCT, IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; provided, however, that if Buyer is held liable to a third party for any of such damages and Seller is obligated to indemnify Buyer for the matter that gave rise to such damages, then Seller shall be liable for, and obligated to reimburse Buyer for, such damages. (b) Except as provided below, the representations and warranties of Seller set forth in this Agreement or any Related Document shall be deemed to have been made as of survive the Effective Date and again as of Closing until the date that is twenty-four (24) months after the Closing Date; provided however, that (i) the representations and warranties set forth in Section 5.1 (Organization, Existence and Qualification), Section 5.2 (Authority Relative to this Agreement and Binding Effect), in the first and last sentences of Section 5.4(a) (Title to Assets; Encumbrances), and in Section 5.17 (Brokers) shall survive indefinitely, and (ii) the representations and warranties set forth in Sections 5.8 (Taxes), 5.12 (Employee Benefit Matters) and 5.13 (Employee and Labor Matters) and in the Employee Agreement shall survive for a period equal to the applicable statute of limitations (giving effect to any extensions or waivers thereof). The other terms of this Agreement and the Related Documents, including the covenants and agreements made in connection herewith and therewith, shall survive the Closing. All representations and warranties, covenants and agreements of Seller under this Agreement and the indemnities granted by Seller in Section 12.1 shall terminate at 5:00 p.m., Central time, on the applicable survival termination date set forth above; provided, however, that such indemnities shall continue to survive with respect only to any specific matter that is the subject of a proper Claim Notice delivered in good faith in compliance with the requirements of this Section 12.3 until the earlier to occur of (i) the date on which a final nonappealable resolution of the matter described in such Claim Notice has been reached, including the determination of all related Losses, if any, regardless of when such Losses are finally determined or (ii) the date on which the matter described in such Claim Notice has otherwise reached final resolution, including the determination of all related Losses, if any, regardless of when such Losses are finally determined. In no event shall any amounts be recovered from Seller under Section 12.1 or otherwise for any matter for which a Claim Notice is not delivered to Seller prior to the close of business on the applicable expiration date set forth above. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, Seller’s in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in Section 5.4(a), which claims shall not be subject to the limitations set forth in this Agreement or Section 12.3(c)) until the Buyer Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 12.1(a) that in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date aggregate exceed $10,000,000.00 (the “Survival PeriodDeductible”), after which Seller shall then be liable for all Losses incurred by the Buyer Indemnitees that are indemnifiable pursuant to Section 12.1(a) in excess of such amount up to the maximum amount set forth in Section 12.3(d). Losses subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the provisions representations and warranties contained in Section 5.4(a)) relating to any single breach or series of related breaches by Seller shall not constitute Losses, and therefore shall not be applied toward the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $100,000.00. For purposes of this Paragraph 9(cSection 12.3, the Losses resulting from any breach of the representations and warranties of Seller (other than the representations and warranties of Seller in Section 5.11 and the last sentence of Section 5.15) shall be determined without regard to the effect of any qualifications relating to materiality or Material Adverse Effect (it being understood that such qualifications shall not be disregarded for purposes of determining whether or not any breaches of such representations or warranties have occurred). . (d) Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”i) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in Section 5.4(a)) that in the aggregate exceed $100,000,000.00, and (ii) in excess no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (solely in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the Cap. representations and warranties contained in Section 5.4(a)) that in the aggregate exceed the Purchase Price. (e) Seller shall have no liability to Buyer for a breach or default the portion of any claim or Loss for which Buyer has recovered or has been specifically authorized to recover through rates; provided, however, that Buyer shall have made a good faith effort to recover any such claim or Loss through rates and that such recovery is not indeterminable due to the terms of Seller’s Undertakings unless any rate settlement agreed to by Buyer. No cost or expense relating to any such claim or Loss that is actually recovered on the valid claims basis of the foregoing shall be included in determining the extent of Losses suffered by the Buyer Indemnitees for all purposes of Section 12.3(c) or Section 12.3(d). If at any time subsequent to the receipt by a Buyer Indemnitee of an indemnity payment from Seller hereunder, such breaches and defaults collectively aggregate more than [REDACTED]Buyer Indemnitee (or any Affiliate thereof) receives any recovery, in settlement or other similar payment with respect to the Loss for which event it receives such indemnity payment, such Buyer Indemnitee shall promptly pay to Seller an amount equal to the full amount of suchsuch recovery, valid claims less any expense incurred by such Buyer Indemnitee (or its Affiliates) in connection with such recovery, but in no event shall be actionable. Any Seller’s Undertakings any such payment exceed the amount of such indemnity payment. (f) Seller shall have no liability for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be portion of any force claim or effect Loss to the extent (but only to the extent) the liability for such Loss was reflected in Net Assets and neither party shall have taken into account in determining the Final Purchase Price. (g) Notwithstanding any rightlanguage contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), remedy, obligation or liability thereunder. In the event, prior to Closing, any representations and warranties of Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt any Related Document, the indemnification obligations of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waivedthe limitations on such obligations, may elect by written notice to Seller either to (1) terminate this Agreement, set forth in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy control. No provision set forth in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer Related Document shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended enlarge, alter or modified, and Buyer shall have no right amend the terms or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights provisions of subrogation with respect theretothis Article XII. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. Sellers will have no liability (ifor indemnification or otherwise) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged matters described in clause (a), clause (b) and clause (c) of Section 7.2 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $ 50,000. However, first sentence of this Section 7.5 will not apply to any intentional Breach by Sellers or the Company of any covenant or obligation or to the breach by of Section 3.3, whether intentional or on the part not. The liability of each of Seller or a Respective Seller of any representationpursuant to Section 7.2, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] ten percent (10%) of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess value of the Cap. Buyer’s Shares (based on the Vemics Stock Price) received by such Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate under this Agreement, in which case provided, however; that any liability arising out of fraud of any Seller shall be limited to the provisions aggregate value of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of Shares (based on the Vemics Stock Price) received by such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereofunder this Agreement. Notwithstanding the foregoingFurther, in the event the information contained of a breach by a Seller of a representation or warranty of such Seller set forth in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(bSections 3.2(a), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i3.3(b), if 3.l5(b)(i) and/or 3.24 (A) Buyer has actual knowledge of a “Seller Breach”), only the Seller responsible for such Seller Breach shall be liable for any inaccuracy in any of Seller’s Undertakings, whether Damages sustained or incurred as a result of notice from Sellersuch Seller Breach and the Buyer, on behalf of itself; its affiliates, Related Persons and all Buyer Indemnified Persons, covenants and agrees not to seek any Damages or personal money judgment against any Seller other than the Seller responsible for such Seller Breach for Damages sustained or incurred by any Buyer Indemnified Party arising out of or in connection with such Seller Breach. In addition, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) recourse against any information contained in any material provided or made available to Buyer by Seller prior for Damages shall be limited to the expiration Buyer’s Shares received by such Seller hereunder or, with respect to any of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation Shares that are subsequently sold, exchanged or otherwise disposed of by such Seller, the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policiessale, warranties, guaranties, Operating Agreements exchange or Leases and Buyer hereby waives any and all rights of subrogation with respect theretoother disposition. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties Notwithstanding anything to the contrary in this Agreement, the liability of Buyer made in Seller under this Agreement and all any documents delivered in connection herewith or contemplated hereby shall be limited as follows: (a) IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; provided, however, that if Buyer is held liable to a third party for any of such damages and Seller is obligated to indemnify Buyer for the matter that gave rise to such damages, then Seller shall be liable for, and obligated to reimburse Buyer for, such damages. (b) Except as provided below, the representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of survive the Effective Date and again as Closing until the first anniversary of the Closing Date. Notwithstanding ; provided however, that (i) the foregoing, Seller’s representations and warranties contained set forth in Section 5.2 (Authority Relative to this Agreement or in any of the “Purchase Documents” and Binding Effect), Section 5.5 (as hereinafter definedTitle to Assets; Encumbrances), and Section 5.17 (Brokers) shall survive the Closing indefinitely, and (ii) representations and warranties set forth in Section 5.9 (Taxes) shall survive for a period of nine (9) months after the Closing Date (the “Survival Period”), subject equal to the provisions applicable statute of limitations for the taxable year for each Tax. The other terms of this Paragraph 9(c)Agreement and the agreements delivered in connection herewith shall survive the Closing. All representations and warranties, covenants and agreements of Seller under this Agreement and the indemnities granted by Seller in Section 12.1 shall terminate at 5:00 p.m., East Coast time, on the applicable survival termination date set forth above; provided, however, that such indemnities shall survive with respect only to any specific matter that is the subject of a proper Claim Notice delivered in good faith in compliance with the requirements of this Section 12.3 until the earlier to occur of (i) the date on which a final nonappealable resolution of the matter described in such Claim Notice has been reached, including the determination of all related Losses, if any, regardless of when such Losses are finally determined or (ii) the date on which the matter described in such Claim Notice has otherwise reached final resolution, including the determination of all related Losses, if any, regardless of when such Losses are finally determined. In no event shall any amounts be recovered from Seller under Section 12.1 or otherwise for any matter for which a Claim Notice is not delivered to Seller prior to the close of business on the applicable expiration date set forth above. (c) Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (determined after giving effect to the other provisions of this Section 12.3) until the Buyer Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 12.1(a) that in the aggregate exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) (the “Deductible”), after which Seller shall then be liable for all Losses incurred by the Buyer Indemnitees that are indemnifiable pursuant to Section 12.1(a) in excess of such amount up to the Capmaximum amount set forth in Section 12.3(d). Losses subject to indemnification by Seller pursuant to Section 12.1(a) relating to any single breach or series of related breaches by Seller shall not constitute Losses, and therefore shall not be applied toward the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $50,000. For the purposes of calculating the Deductible, none of the dollar limitations or Material Adverse Effect qualifiers contained in the representations and warranties of Article V shall be included in calculating Losses that comprise the Deductible. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses otherwise subject to indemnification by Seller (determined after giving effect to the other provisions of this Section 12.3) that in the aggregate exceed Fifty Million Dollars ($50,000,000). (e) Seller shall have no liability for any claim or Loss (i) that would be covered by insurance maintained by or for the benefit of Buyer or any Affiliate of Buyer (including any such insurance coverage applicable to the Business the benefit of which Buyer would realize if Buyer were to maintain insurance coverage as is customary for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], industry in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, Business is conducted consistent with the coverage described in Schedule 5.19) or for which Buyer otherwise recovers payments in respect of such specific suit has Loss from any other source(s) (whether in a lump sum or stream of payments) or (ii) that is the type normally recoverable by the Business through rates and is in fact substantially recovered by Buyer through rates, provided that Buyer shall have made a good faith effort to recover any such claim or loss through rates and that such recovery is not been commenced indeterminable due to the terms of any rate settlement agreed to by Buyer, or is otherwise recovered by Buyer through rates. No cost or expense relating to any such claim or Loss that is actually recovered on or before the expiration basis of the Survival Period, foregoing shall terminate be included in determining the extent of Losses suffered by the Buyer Indemnitees for purposes of Section 12.3(c) or Section 12.3(d). Buyer agrees to use its commercially reasonable efforts to give timely and cease effective written notice to be the appropriate insurance carrier(s) of any force occurrence or effect and neither party shall have any rightcircumstances that, remedyin the judgment of Buyer consistent with its customary risk management practices, obligation appear likely to give rise to a claim against Buyer that is likely to involve one or liability thereundermore insurance policies of Buyer. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written Any such notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified given in good faith by Buyer without regard to the possibility of indemnification payments by Seller under Section 12.1, and amended as shall be processed by Buyer in good faith and in a manner consistent with its risk management practices involving claims for which no third party contractual indemnification is available. Buyer agrees that (x) if it is entitled to receive payment from Seller for a Loss, and (y) if Buyer has obtained insurance that may cover the claim or matter giving rise to such Loss, then (z) such insurance shall be primary coverage and Buyer will make a claim under such insurance (if such claim can be made in good faith) before enforcing its right to receive payment from Seller. If at any time subsequent to the receipt by a Buyer Indemnitee of an indemnity payment from Seller hereunder, such Buyer Indemnitee (or any Affiliate thereof) receives any recovery, settlement or other similar payment with respect to the Loss for which it receives such indemnity payment, such Buyer Indemnitee shall promptly pay to Seller an amount equal to the amount of such recovery, less any expense incurred by such Buyer Indemnitee (or its Affiliates) in connection with such recovery, but in no event shall any such payment exceed the amount of such indemnity payment. (f) Notwithstanding any language contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), the representations and warranties of Seller set forth in this Agreement will not be merged into any such Material Related Document and Adverse Change Notice. Within three (3) business days after receipt the indemnification obligations of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waivedthe limitations on such obligations, may elect by written notice to Seller either to (1) terminate this Agreement, set forth in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy control. No provision set forth in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer Related Document shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended enlarge, alter or modified, and Buyer shall have no right amend the terms or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights provisions of subrogation with respect theretothis Agreement. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (a) Other than as set out in Section 9.3(a) or contained in the SH Subscription and Call Option Agreement, no Seller shall be required to settle any Liability by a cash payment to the Buyer, MSP or TMW in respect of a breach of this Agreement and/or the documents in the Agreed Form and the Buyer, MSP and TMW covenant not to xxx or otherwise seek to recover any cash or similar financial compensation from the Sellers in relation to any claim for breach of this Agreement and/or the documents in the Agreed Form, provided that Xxxxxxx complies with its obligations in this Section 9.5. (b) The sole remedy available in relation to any claim under this Agreement and/or the documents in Agreed Form against the Sellers, other than under Section 9.3(a), whether it is a Claim against the Sellers or Xxxxxxx, shall be a claw back by MSP of the Consideration Shares issued to Xxxxxxx and the SH Subscriber Shares issued to Xxxxx Xxxxxx on Closing. Accordingly, the aggregate maximum liability of the Sellers in respect of a breach of the representations and warranties in this Agreement (other than the Title Warranties) and any claim under Section 8.1 shall be £8,139,535, being the £61.85 value attributed per share to the Consideration Shares issued on Closing (“CS Value”). (c) Xxxxxxx and Xxxxx Xxxxxx shall not have any Liability to MSP in relation to any claim in relation to this Agreement and/or the documents in Agreed Form, unless such claim is a Substantiated Claim. (d) The amount payable on a Substantiated Claim shall be the amount agreed by MSP and Gresham, or determined by any such order or decree (as the case may be) to be payable in respect of such claim (“Determined Amount”). (e) Following a Substantiated Claim against any Seller or Xxxxxxx: (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed Xxxxxxx agrees to have been made transfer to MSP (or as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoingMSP directs), Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period gross consideration of nine £1, such number of Consideration Shares which when multiplied by the CS Value, equal the sum of (9i) months after the Closing Date Determined Amount and (the “Survival Period”), subject ii) any stamp duty payable by reference to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account transfer of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply.Consideration Shares; and (ii) Anything contained herein Xxxxx Xxxxxx agrees to transfer to MSP (or as MSP directs), for a gross consideration of £1, such number of SH Subscriber Shares as is equal to the contrary notwithstanding, but in all events subject sum of (i) an amount of SH Subscriber Shares as is equal to the last sentence Claim Proportion of Paragraph 9(c)(iall the SH Subscriber Shares issued to Xxxxx Xxxxxx at Closing and (ii) any stamp duty payable by reference to the transfer of such SH Subscriber Shares. For the purposes of this Section 9.5(e)(ii), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether “Claim Proportion” means a proportion as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior is equal to the expiration number of Consideration Shares that Xxxxxxx is required to transfer to MSP pursuant to Section 9.5(e)(i) divided by the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided total number of Consideration Shares issued to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect theretoXxxxxxx at Closing. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties Notwithstanding anything to the contrary in this Agreement, the liability of Buyer made in Seller under this Agreement and all any documents delivered in connection herewith or contemplated hereby shall be limited as follows: (a) EXCEPT TO THE EXTENT ARISING OUT OF FRAUD, CRIMINAL MISREPRESENTATION OR WILLFUL MISCONDUCT, IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; provided, however, that if Buyer is held liable to a third party for any of such damages and Seller is obligated to indemnify Buyer for the matter that gave rise to such damages, then Seller shall be liable for, and obligated to reimburse Buyer for, such damages. (b) Except as provided below, the representations and warranties of Seller set forth in this Agreement or any Related Document shall be deemed to have been made as of survive the Effective Date and again as of Closing until the date that is twenty-four (24) months after the Closing Date; provided however, that (i) the representations and warranties set forth in Section 5.1 (Organization, Existence and Qualification), Section 5.2 (Authority Relative to this Agreement and Binding Effect), in Section 5.4(a) (Capitalization of the Subsidiary; Title to Stock), in Section 5.5(a) (Title to Assets; Encumbrances), and in Section 5.18 (Brokers) shall survive indefinitely, and (ii) the representations and warranties set forth in Sections 5.9 (Taxes), 5.13 (Employee Benefit Matters) and 5.14 (Employee and Labor Matters) and in the Employee Agreement shall survive for a period equal to the applicable statute of limitations (giving effect to any extensions or waivers thereof). The other terms of this Agreement and the Related Documents, including the covenants and agreements made in connection herewith and therewith, shall survive the Closing. All representations and warranties, covenants and agreements of Seller under this Agreement and the indemnities granted by Seller in Section 12.1 shall terminate at 5:00 p.m., Central time, on the applicable survival termination date set forth above; provided, however, that such indemnities shall continue to survive with respect only to any specific matter that is the subject of a proper Claim Notice delivered in good faith in compliance with the requirements of this Section 12.3 until the earlier to occur of (i) the date on which a final nonappealable resolution of the matter described in such Claim Notice has been reached, including the determination of all related Losses, if any, regardless of when such Losses are finally determined or (ii) the date on which the matter described in such Claim Notice has otherwise reached final resolution, including the determination of all related Losses, if any, regardless of when such Losses are finally determined. In no event shall any amounts be recovered from Seller under Section 12.1 or otherwise for any matter for which a Claim Notice is not delivered to Seller prior to the close of business on the applicable expiration date set forth above. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, Seller’s in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in this Agreement the Section 5.4(a) or in any of Section 5.5(a), which claims shall not be subject to the “Purchase Documents” (as hereinafter definedlimitations set forth in this Section 12.3(c)) shall survive until the Closing for a period of nine (9Buyer Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 12.1(a) months after that in the Closing Date aggregate exceed $1,000,000.00 (the “Survival PeriodDeductible”), after which Seller shall then be liable for all Losses incurred by the Buyer Indemnitees that are indemnifiable pursuant to Section 12.1(a) in excess of such amount up to the maximum amount set forth in Section 12.3(d). Losses subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the provisions representations and warranties contained in Section 5.4(a) or in Section 5.5(a)) relating to any single breach or series of related breaches by Seller shall not constitute Losses, and therefore shall not be applied toward the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $50,000.00. For purposes of this Paragraph 9(cSection 12.3, the Losses resulting from any breach of the representations and warranties of Seller (other than the representations and warranties of Seller in Section 5.11 and the last sentence of Section 5.16) shall be determined without regard to the effect of any qualifications relating to materiality or Material Adverse Effect (it being understood that such qualifications shall not be disregarded for purposes of determining whether or not any breaches of such representations or warranties have occurred). . (d) Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”i) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in Section 5.4(a) or in Section 5.5(a)) that in the aggregate exceed $12,000,000.00, and (ii) in excess no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (solely in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the Cap. representations and warranties contained in Section 5.4(a) or in Section 5.5(a)) that in the aggregate exceed the Purchase Price. (e) Seller shall have no liability to Buyer for a breach or default the portion of any claim or Loss for which Buyer has recovered or has been specifically authorized to recover through rates; provided, however, that Buyer shall have made a good faith effort to recover any such claim or Loss through rates and that such recovery is not indeterminable due to the terms of Seller’s Undertakings unless any rate settlement agreed to by Buyer. No cost or expense relating to any such claim or Loss that is actually recovered on the valid claims basis of the foregoing shall be included in determining the extent of Losses suffered by the Buyer Indemnitees for all purposes of Section 12.3(c) or Section 12.3(d). If at any time subsequent to the receipt by a Buyer Indemnitee of an indemnity payment from Seller hereunder, such breaches and defaults collectively aggregate more than [REDACTED]Buyer Indemnitee (or any Affiliate thereof) receives any recovery, in settlement or other similar payment with respect to the Loss for which event it receives such indemnity payment, such Buyer Indemnitee shall promptly pay to Seller an amount equal to the full amount of suchsuch recovery, valid claims less any expense incurred by such Buyer Indemnitee (or its Affiliates) in connection with such recovery, but in no event shall be actionable. Any Seller’s Undertakings any such payment exceed the amount of such indemnity payment. (f) Seller shall have no liability for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be portion of any force claim or effect Loss to the extent (but only to the extent) the liability for such Loss was reflected in Net Assets and neither party shall have taken into account in determining the Final Purchase Price. (g) Notwithstanding any rightlanguage contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), remedy, obligation or liability thereunder. In the event, prior to Closing, any representations and warranties of Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt any Related Document, the indemnification obligations of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waivedthe limitations on such obligations, may elect by written notice to Seller either to (1) terminate this Agreement, set forth in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy control. No provision set forth in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer Related Document shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended enlarge, alter or modified, and Buyer shall have no right amend the terms or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights provisions of subrogation with respect theretothis Article XII. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all 7.1 The representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoingSection 6, together with Seller’s representations and warranties contained in this Agreement or in liability for any breach before Closing of any of the “Purchase Documents” (as hereinafter defined) shall Seller’s covenants under Section 5, will survive the Closing for a period of nine twelve (912) months after months. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations and warranties, or any such breach, unless and until the Closing Date (the “Survival Period”)aggregate amount of all liability and losses arising out of any such untruth or inaccuracy, subject or any such breach, exceeds $100,000.00, and then only to the provisions extent of this Paragraph 9(c)such excess. Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectivelyIn addition, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer will Seller’s liability for all such breaches exceed the limits set forth in the aggregate in excess of the CapSection 15.1 below. Seller shall have no liability with respect to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches representations, warranties and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the eventcovenants herein if, prior to the Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer Purchaser has actual knowledge of any inaccuracy in any breach of Seller’s Undertakingsa representation, whether as a result warranty or covenant of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwiseSeller herein, or Purchaser obtains knowledge (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (whatever source, including, without limitation, any report provided to Buyer tenant estoppel certificates or the inclusion of any information in or written disclosure by any contractor Seller or consultant engaged by Buyer in connection with BuyerSeller’s investigation of the Propertiesagents and employees) is in any way inconsistent with that contradicts any of Seller’s Undertakings, whether or not actually known to Buyerrepresentations and warranties herein, and notwithstanding clause (A) Purchaser nevertheless consummates the transaction contemplated by this Agreement. All other representations, warranties, covenants and clause (B) Buyer nonetheless proceeds with agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the TransactionsClosing Date but will be merged into the deed and other Closing documents delivered at the Closing. 7.2 For purposes of this Agreement and any document delivered at Closing, then whenever the phrase “to Seller’s Undertakings shall be deemed qualified and amended knowledge,” or modified to the full extent “knowledge” of Buyer’s knowledge and such inconsistent informationSeller or words of similar import are used, Buyer they shall be deemed to have accepted refer to facts within the actual knowledge only of Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and approved Xxxxx Xxxxxxx, and no others, at the times indicated only, without duty of inquiry whatsoever. Purchaser acknowledges that (i) the individuals named above are named solely for the purpose of defining and narrowing the scope of Seller’s Undertakings as so qualified knowledge and amended not for the purpose of imposing any liability on or modifiedcreating any duties running from such individuals to Purchaser, and Buyer (ii) Xxxxx Xxxxxxx is an attorney and his inclusion herein for knowledge purposes shall have in no right or remedy, and Seller shall have way waive any attorney/client privilege. Purchaser covenants that it will bring no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives action of any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment kind against such Respective individuals, any shareholder, partner or member of Seller or any of Seller’s affiliates, as applicable, related to or arising out of such Respective Seller’s breach of Seller’s Undertakingsthese representations and warranties.

Limitations on Seller’s Liability. Notwithstanding anything to the contrary in this Agreement, the liability of Seller under this Agreement and any documents delivered in connection herewith or contemplated hereby shall be limited as follows: (a) IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; provided, however, that if Buyer is held liable to a third party for any of such damages and Seller is obligated to indemnify Buyer for the matter that gave rise to such damages, then Seller shall be liable for, and obligated to reimburse Buyer for, such damages. (b) The representations, warranties, covenants and agreements of Seller set forth in this Agreement shall survive the Closing for a period of one year, and all representations, warranties, covenants and agreements of Seller under this Agreement and the indemnities granted by Seller in Section 13.1 shall terminate at 5:00 p.m., local time in Stamford, Connecticut, on the first anniversary of the Closing Date; provided, however, that such indemnities shall survive with respect only to the specific matters that is the subject of a proper Claim Notice delivered in good faith in compliance with the requirements of this Section 13.3 until the earlier to occur of (A) the date on which a final nonappealable resolution of the matter described in such Claim Notice has been reached or (B) the date on which the matter described in such Claim Notice has otherwise reached final resolution. In no event shall any amounts be recovered from Seller under Section 13.1 or otherwise for any matter for which a Claim Notice is not delivered to Seller prior to the close of business on the applicable date set forth above. (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses until the Buyer Indemnitees have suffered Losses (determined after giving effect to the provisions of Section 13.3(f)) that are in excess of a deductible in an amount equal to $5,400,000, after which point Seller will be obligated only to indemnify the Buyer Indemnitees from and against further Losses in excess of such deductible. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses that are in excess of an amount equal to $5,400,000. (e) No amount shall be recovered from Seller for the breach or untruth of any of Seller's representations, warranties, covenants or agreements, or for any other matter, to the extent that Buyer had knowledge of such breach, untruth or other matter at or prior to the Closing, nor shall Buyer be entitled to rescission with respect to any such matter. (f) Seller shall have no liability for any claim or Loss (A) that is covered by insurance maintained by or for the benefit of Buyer or any Affiliate of Buyer (including any such insurance coverage applicable to the Business the benefit of which the Buyer will realize) or for which Buyer otherwise recovers payments in respect of such Loss from any other sources (whether in a lump sum or stream of payments) or (B) that is the type normally recoverable by the Business through rates. No cost or expense relating to any such claim or Loss shall be included in determining the extent of Losses suffered by the Buyer Indemnitees for purposes of Section 13.3(c) or Section 13.3(d). Buyer agrees to use its commercially reasonable efforts to give timely and effective written notice to the appropriate insurance carrier(s) of any occurrence or circumstances which, in the judgment of Buyer consistent with its customary risk management practices, appear likely to give rise to a claim against Buyer that is likely to involve one or more insurance policies of Buyer. Any such notice shall be given in good faith by Buyer without regard to the possibility of indemnification payments by Seller under Section 13.1, and shall be processed by Buyer in good faith and in a manner consistent with its risk management practices involving claims for which no third party contractual indemnification is available. Buyer agrees that (i) All representations if it is entitled to receive payment from Seller for a Loss, and warranties of (ii) if Buyer has obtained insurance which may cover the claim or matter giving rise to such Loss, then (iii) such insurance shall be primary coverage and Buyer will make a claim under such insurance (if such claim can be made in this Agreement good faith) before enforcing its right to receive payment from Seller. If at any time subsequent to the receipt by a Buyer Indemnitee of an indemnity payment from Seller hereunder, such Buyer Indemnitee (or any Affiliate thereof) receives any recovery, settlement or other similar payment with respect to the Loss for which it receives such indemnity payment, such Buyer Indemnitee shall promptly pay to Seller an amount equal to the amount of such recovery, less (for insurance proceeds only) any out-of-pocket costs incurred by such Buyer Indemnitee (or its Affiliates) in connection with claim preparation and all settlement, but in no event shall any such payment exceed the amount of such indemnity payment; provided, that if such net recover reduces the amount of Losses actually incurred by the Buyer Indemnitees below the deductible amount set forth in Section 13.3(c) and if Seller has made other payments to the Buyer Indemnitees for other Losses in excess of such deductible amount, then Buyer also shall promptly pay to Seller an amount equal to the portion of such payments made by Seller that Seller would not have been obligated to make pursuant to Section 13.3(c) had the Losses of the Buyer Indemnitees not included the Losses covered by such net recovery. No other costs or expense relating to any such recovery shall reduce the amount of such payment to Seller. (g) Notwithstanding any language contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), the representations and warranties of Seller set forth in this Agreement will not be merged into any such Related Document and the indemnification obligations of Seller, and the limitations on such obligations, set forth in this Agreement shall control. No provision set forth in any such Related Document shall be deemed to have been made as of enlarge, alter or amend the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement terms or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in Agreement, the liability of Seller under this Agreement, any exhibits attached hereto or in Related Document and any other documents executed or to be executed delivered in connection herewith or contemplated hereby shall be limited as follows: (collectivelya) EXCEPT TO THE EXTENT ARISING OUT OF FRAUD, including CRIMINAL MISREPRESENTATION OR WILLFUL MISCONDUCT, IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; INCLUDING LOST PROFITS. (b) Notwithstanding anything to the contrary in this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 11.3) otherwise subject to indemnification by Seller pursuant to Section 11.1(a) until the Buyer Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 11.1(a) that in the aggregate in excess of the Cap. exceed One Hundred Thousand Dollars ($100,000), after which Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims then be liable for all such breaches and defaults collectively aggregate more than [REDACTED], Losses incurred by the Buyer Indemnitees that are indemnifiable pursuant to Section 11.1(a). (c) Notwithstanding anything to the contrary in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case no event shall Seller indemnify the provisions of Paragraph 3(f) shall applyBuyer Indemnitees, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is be otherwise liable in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified whatsoever to the full extent Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed this Section 11.3) otherwise subject to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and indemnification by Seller shall have no obligation or liability, on account thereof. Seller shall not be liable pursuant to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iiiSection 11.1(b) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.until

Limitations on Seller’s Liability. Sellers shall have no liability with respect to claims under Article 10.2(a) (i) All representations or (ii) or 10.2 (b) (i) or (ii) until the total of all Damages with respect to such matters exceed, in the aggregate, USD [***] (in words: [***] US dollars) (and, for purposes of determining whether such threshold has been reached, only claims that exceed, individually, USD [***] (in words: [***] US dollars) shall be taken into account), in which event the Purchaser may assert its right to indemnification to the extent such Damages exceed USD [***] provided that, for the purpose of determining whether the USD [***] and warranties of Buyer made USD [***] thresholds have been reached, no effect shall be given to any Material Adverse Effect, materiality or similar qualifier in this Agreement and all representations and warranties of Seller any representation or warranty; however, neither the USD [***] threshold nor the USD [***] threshold shall apply to claims under the Warranty set forth in this Agreement Article 1.J (“Taxation”) of Schedule 11. The maximum aggregate amount that Sellers shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoingliable for under (i) Article 9.3, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter definedii) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller Damages arising with respect to claims under the alleged breach Warranties, whether payable by Seller 1 or on the part of Seller 2 or a Respective partly by Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective 1 and partly by Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, 2 and (Biii) all payments to be limited to an amount made by Sellers under Article 10.6 only in as far as such payments exceed USD [***]([***] US dollars), shall not to exceed an amount equal to [REDACTED] ***]% of the Purchase Price (the “Cap”Price. The limitations on liability set forth in this Article 10.5(b) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall not apply to any and all claims Buyer may have against any and all Respective Sellersmatters arising in respect of Articles 1.B (“Shares”), such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED]2.A (“Organization; Authority”), in which event the full amount of such2.D (“Class A Shares”), valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer 3.A (a “Material and Adverse Change NoticeOrganization; Authority”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three 3.D (3“Class B Shares”) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer Schedule 11 or any Breaches of Buyer Representatives upon any Property, Buyer shall not have the right Warranties that result from or are attributable to right to terminate this Agreement intentional fraud (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s‘bedrog’) or otherwise, any willful (‘opzettelijk’) misconduct by the Company or either Seller (B) any information contained in any material provided or made available to Buyer by Seller prior to for which the expiration of potential liability under this Article 10 is absolute from the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, first dollar and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect theretounlimited). (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. 9.1 It is agreed that: (ia) All representations and warranties The maximum aggregate liability of Buyer made the Sellers in this Agreement respect of any and all representations General Warranty Claims, when aggregated with any and warranties of Seller set forth in this Agreement shall be deemed to all Tax Claims (other than Tax Claims for which the Sellers would not have been made as liable but for subclause 6.3 of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”Tax Deed), shall (subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”subclause 9.2) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in Escrow Sum at Completion and the aggregate for all recourse liability of Buyer under the Purchase Documents. For the avoidance each Seller in respect of doubt, the Cap shall apply to any and all claims Buyer may have against General Warranty Claims, when aggregated with any and all Respective SellersTax Claims (other than Tax Claims for which that Seller would not have been liable but for subclause 6.3 of the Tax Deed), shall (subject to subclause 9.2) not exceed an amount equal to that Seller’s Relevant Percentage of the Escrow Sum at Completion; and (b) To the extent that the Escrow Sum is insufficient to satisfy in full any amount due to the Purchaser following determination of all General Warranty Claims, when aggregated with any and all Tax Claims (other than Tax Claims for which the Sellers would not have been liable but for subclause 6.3 of the Tax Deed), the Purchaser shall (subject to subclause 9.2) have no further rights of action or recovery against the Sellers or any of them in respect of any General Warranty Claim or any Tax Claim (other than Tax Claims for which the Sellers would not have been liable but for subclause 6.3 of the Tax Deed), save that: (c) each Seller shall be severally liable without limit in respect of its own fraud or dishonesty; (d) each Management Seller shall be jointly and severally liable up to an amount equal to the After-Tax Consideration received by him in respect of any Relevant Claim to the extent such Relevant Claim is attributable to the fraud or dishonesty of any other Management Seller; (e) each Seller (who is not a Management Seller) shall be severally liable up to the amount of its Relevant Percentage of the Escrow Sum at Completion in respect of any General Warranty Claim to the extent such General Warranty Claim is attributable to the fraud or dishonesty of any Management Seller; and (f) each Seller shall be severally liable up to an amount equal to the After-Tax Consideration received by it in respect of any claim attributable to a breach by that Seller of a Core Warranty, provided that: (g) references to a Seller being liable up to an amount equal to its Relevant Percentage of the Escrow Sum at Completion are not cumulative and, accordingly, the aggregate liability of each Seller in no event respect of its Relevant Percentage of the Escrow Sum at Completion shall Seller be liable not in any circumstances exceed an amount equal to Buyer that Seller’s Relevant Percentage of the Escrow Sum at Completion, save in circumstances where subclauses 9.1(c), 9.1(d) (in the case of Management Sellers) or 9.1(f) applies; and (h) references to a Seller being liable up to an amount equal to its After-Tax Consideration are not cumulative and, accordingly, the aggregate liability of each Seller shall not in excess any circumstances exceed an amount equal to the After-Tax Consideration received by that Seller, save in circumstances where subclause 9.1(c) applies. 9.2 The maximum aggregate liability of each Seller determined under subclause 9.1(a) shall be increased by the amount of any interest payable by that Seller in respect of any payment not made when due under this agreement. 9.3 Nothing in this clause 9 limits any other rights or remedies available to the Purchaser to recover any amount due to it in respect of an adjustment to the Consideration pursuant to subclause 6.2 and to the extent that the Escrow Sum is insufficient to satisfy in full any amount so due to the Purchaser and which the Purchaser has requested be paid out of that Escrow Sum pursuant to clause 8, each Seller shall pay the Relevant Percentage of the Cap. Seller shall have no liability excess to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], Purchaser in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case accordance with the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall applysubclause 6.2. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties Notwithstanding anything to the contrary in this Agreement, the liability of Buyer made in Seller under this Agreement and all any documents delivered in connection herewith or contemplated hereby shall be limited as follows: (a) EXCEPT TO THE EXTENT ARISING OUT OF FRAUD, CRIMINAL MISREPRESENTATION OR WILLFUL MISCONDUCT, IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; provided, however, that if Buyer is held liable to a third party for any of such damages and Seller is obligated to indemnify Buyer for the matter that gave rise to such damages, then Seller shall be liable for, and obligated to reimburse Buyer for, such damages. (b) Except as provided below, the representations and warranties of Seller set forth in this Agreement or any Related Document shall be deemed to have been made as of survive the Effective Date and again as of Closing until the date that is twenty-four (24) months after the Closing Date; provided however, that (i) the representations and warranties set forth in Section 5.1 (Organization, Existence and Qualification), Section 5.2 (Authority Relative to this Agreement and Binding Effect), in the first and last sentences of Section 5.4(a) (Title to Assets; Encumbrances), and in Section 5.17 (Brokers) shall survive indefinitely, and (ii) the representations and warranties set forth in Sections 5.8 (Taxes), 5.12 (Employee Benefit Matters) and 5.13 (Employee and Labor Matters) and in the Employee Agreement shall survive for a period equal to the applicable statute of limitations (giving effect to any extensions or waivers thereof). The other terms of this Agreement and the Related Documents, including the covenants and agreements made in connection herewith and therewith, shall survive the Closing. All representations and warranties, covenants and agreements of Seller under this Agreement and the indemnities granted by Seller in Section 12.1 shall terminate at 5:00 p.m., Central time, on the applicable survival termination date set forth above; provided, (c) Notwithstanding anything to the foregoingcontrary in this Agreement, Seller’s in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in Section 5.4(a), which claims shall not be subject to the limitations set forth in this Agreement or Section 12.3(c)) until the Buyer Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 12.1(a) that in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date aggregate exceed $10,000,000.00 (the “Survival PeriodDeductible”), after which Seller shall then be liable for all Losses incurred by the Buyer Indemnitees that are indemnifiable pursuant to Section 12.1(a) in excess of such amount up to the maximum amount set forth in Section 12.3(d). Losses subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the provisions representations and warranties contained in Section 5.4(a)) relating to any single breach or series of related breaches by Seller shall not constitute Losses, and therefore shall not be applied toward the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $100,000.00. For purposes of this Paragraph 9(cSection 12.3, the Losses resulting from any breach of the representations and warranties of Seller (other than the representations and warranties of Seller in Section 5.11 and the last sentence of Section 5.15) shall be determined without regard to the effect of any qualifications relating to materiality or Material Adverse Effect (it being understood that such qualifications shall not be disregarded for purposes of determining whether or not any breaches of such representations or warranties have occurred). . (d) Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”i) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in Section 5.4(a)) that in the aggregate exceed $100,000,000.00, and (ii) in excess no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (solely in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the Cap. representations and warranties contained in Section 5.4(a)) that in the aggregate exceed the Purchase Price. (e) Seller shall have no liability to Buyer for a breach or default the portion of any claim or Loss for which Buyer has recovered or has been specifically authorized to recover through rates; provided, however, that Buyer shall have made a good faith effort to recover any such claim or Loss through rates and that such recovery is not indeterminable due to the terms of Seller’s Undertakings unless any rate settlement agreed to by Buyer. No cost or expense relating to any such claim or Loss that is actually recovered on the valid claims basis of the foregoing shall be included in determining the extent of Losses suffered by the Buyer Indemnitees for all purposes of Section 12.3(c) or Section 12.3(d). If at any time subsequent to the receipt by a Buyer Indemnitee of an indemnity payment from Seller hereunder, such breaches and defaults collectively aggregate more than [REDACTED]Buyer Indemnitee (or any Affiliate thereof) receives any recovery, in settlement or other similar payment with respect to the Loss for which event it receives such indemnity payment, such Buyer Indemnitee shall promptly pay to Seller an amount equal to the full amount of suchsuch recovery, valid claims less any expense incurred by such Buyer Indemnitee (or its Affiliates) in connection with such recovery, but in no event shall be actionable. Any Seller’s Undertakings any such payment exceed the amount of such indemnity payment. (f) Seller shall have no liability for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be portion of any force claim or effect Loss to the extent (but only to the extent) the liability for such Loss was reflected in Net Assets and neither party shall have taken into account in determining the Final Purchase Price. (g) Notwithstanding any rightlanguage contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), remedy, obligation or liability thereunder. In the event, prior to Closing, any representations and warranties of Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt any Related Document, the indemnification obligations of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waivedthe limitations on such obligations, may elect by written notice to Seller either to (1) terminate this Agreement, set forth in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy control. No provision set forth in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer Related Document shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended enlarge, alter or modified, and Buyer shall have no right amend the terms or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights provisions of subrogation with respect theretothis Article XII. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. 11.1 The total aggregate amount of the liability of each Seller (including all reasonable legal and other professional fees and expenses properly incurred by the Sellers) in respect of all Relevant Claims, shall not exceed the Consideration received by that Seller pursuant to this Agreement. 11.2 No Seller shall have any liability for a Relevant Claim unless he or it receives from the Buyer written notice of the Relevant Claim (specifying in such detail as is reasonably available to the Buyer the matter giving rise to the Relevant Claim, the nature of the Relevant Claim and the amount claimed) within a period of thirty-six (36) months after Completion. 11.3 Each Seller shall disclose to the Buyer anything which is or may constitute a breach of or be inconsistent with any of the Sellers’ Warranties if they were to be repeated at any time after the date of this Agreement or of which any Seller may become aware after the date of this Agreement. 11.4 Each Seller shall be entitled to elect to satisfy a Relevant Claim (i) All representations in cash or (ii) by cancelling the relevant number of Loan Notes then outstanding and warranties of delivering the relevant loan note certificate in respect thereof to the Buyer made in this Agreement or (iii) if and all representations to the extent lawful and warranties of Seller set forth in this Agreement shall be deemed to have been made as permitted under the Companies Law of the Effective Date and again as Cayman Islands, by selling (for no consideration other than the deemed satisfaction of the Closing Date. Notwithstanding Relevant Claim) to the foregoing, Seller’s representations and warranties contained in this Agreement or in any Buyer such number of Consideration Shares as is determined by dividing the amount of the “Purchase Documents” (as hereinafter defined) Relevant Claim by the Consideration Shares Value, provided that the Seller shall survive notify the Closing for Buyer in writing of its intention to satisfy a period of nine (9) months after Relevant Claim by selling Consideration Shares to the Closing Date Buyer (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Repurchase Notice”) and filed suit with respect thereto after the Closing Date but prior Buyer, acting reasonably, shall determine whether the proposed sale of Consideration Shares, and the repurchase thereof by the Buyer, is lawful. The Buyer shall respond to a Seller electing to satisfy a Relevant Claim by selling Consideration Shares to the expiration Buyer within five Business Days of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall applyRepurchase Notice. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. Notwithstanding anything to the contrary in this Agreement, the liability of Seller under this Agreement and any documents delivered in connection herewith or contemplated hereby shall be limited as follows: (a) IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; provided, however, that if Buyer is held liable to a third party for any of such damages and Seller is obligated to indemnify Buyer for the matter that gave rise to such damages, then Seller shall be liable for, and obligated to reimburse Buyer for, such damages. (b) The representations, warranties, covenants and agreements of Seller set forth in this Agreement shall survive the Closing for a period of one year, and all representations, warranties, covenants and agreements of Seller under this Agreement and the indemnities granted by Seller in Section 13.1 shall terminate at 5:00 p.m., local time in Stamford, Connecticut, on the first anniversary of the Closing Date; provided, however, that such indemnities shall survive with respect only to the specific matters that is the subject of a proper Claim Notice delivered in good faith in compliance with the requirements of this Section 13.3 until the earlier to occur of (A) the date on which a final nonappealable resolution of the matter described in such Claim Notice has been reached or (B) the date on which the matter described in such Claim Notice has otherwise reached final resolution. In no event shall any amounts be recovered from Seller under Section 13.1 or otherwise for any matter for which a Claim Notice is not delivered to Seller prior to the close of business on the applicable date set forth above. (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses until the Buyer Indemnitees have suffered Losses (determined after giving effect to the provisions of Section 13.3(f)) that are in excess of a deductible in an amount equal to $5,400,000, after which point Seller will be obligated only to indemnify the Buyer Indemnitees from and against further Losses in excess of such deductible. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses that are in excess of an amount equal to $5,400,000. (e) No amount shall be recovered from Seller for the breach or untruth of any of Seller's representations, warranties, covenants or agreements, or for any other matter, to the extent that Buyer had knowledge of such breach, untruth or other matter prior to the Closing, nor shall Buyer be entitled to rescission with respect to any such matter. (f) Seller shall have no liability for any claim or Loss (A) that is covered by insurance maintained by or for the benefit of Buyer or any Affiliate of Buyer (including any such insurance coverage applicable to the Business the benefit of which the Buyer will realize) or for which Buyer otherwise recovers payments in respect of such Loss from any other sources (whether in a lump sum or stream of payments) or (B) that is the type normally recoverable by the Business through rates. No cost or expense relating to any such claim or Loss shall be included in determining the extent of Losses suffered by the Buyer Indemnitees for purposes of Section 13.3(c) or Section 13.3(d). Buyer agrees to use its commercially reasonable efforts to give timely and effective written notice to the appropriate insurance carrier(s) of any occurrence or circumstances which, in the judgment of Buyer consistent with its customary risk management practices, appear likely to give rise to a claim against Buyer that is likely to involve one or more insurance policies of Buyer. Any such notice shall be given in good faith by Buyer without regard to the possibility of indemnification payments by Seller under Section 13.1, and shall be processed by Buyer in good faith and in a manner consistent with its risk management practices involving claims for which no third party contractual indemnification is available. Buyer agrees that (i) All representations if it is entitled to receive payment from Seller for a Loss, and warranties of (ii) if Buyer has obtained insurance which may cover the claim or matter giving rise to such Loss, then (iii) such insurance shall be primary coverage and Buyer will make a claim under such insurance (if such claim can be made in this Agreement good faith) before enforcing its right to receive payment from Seller. If at any time subsequent to the receipt by a Buyer Indemnitee of an indemnity payment from Seller hereunder, such Buyer Indemnitee (or any Affiliate thereof) receives any recovery, settlement or other similar payment with respect to the Loss for which it receives such indemnity payment, such Buyer Indemnitee shall promptly pay to Seller an amount equal to the amount of such recovery, less (for insurance proceeds only) any out-of-pocket costs incurred by such Buyer Indemnitee (or its Affiliates) in connection with claim preparation and all settlement, but in no event shall any such payment exceed the amount of such indemnity payment; provided, that if such net recover reduces the amount of Losses actually incurred by the Buyer Indemnitees below the deductible amount set forth in Section 13.3(c) and if Seller has made other payments to the Buyer Indemnitees for other Losses in excess of such deductible amount, then Buyer also shall promptly pay to Seller an amount equal to the portion of such payments made by Seller that Seller would not have been obligated to make pursuant to Section 13.3(c) had the Losses of the Buyer Indemnitees not included the Losses covered by such net recovery. No other costs or expense relating to any such recovery shall reduce the amount of such payment to Seller. (g) Notwithstanding any language contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), the representations and warranties of Seller set forth in this Agreement will not be merged into any such Related Document and the indemnification obligations of Seller, and the limitations on such obligations, set forth in this Agreement shall control. No provision set forth in any such Related Document shall be deemed to have been made as of enlarge, alter or amend the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement terms or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all 7.1 The representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall Section 6 will survive the Closing for a period of nine twelve (912) months after months. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations and warranties, or any such breach, unless and until the Closing Date (the “Survival Period”)aggregate amount of all liability and losses arising out of any such untruth or inaccuracy, subject or any such breach, exceeds $100,000.00, and then only to the provisions extent of this Paragraph 9(c)such excess. Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectivelyIn addition, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer will Seller’s liability for all such breaches exceed the limits set forth in the aggregate in excess of the CapSection 13 below. Seller shall have no liability with respect to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches representations, warranties and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the eventcovenants herein if, prior to the Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer Purchaser has actual knowledge of any inaccuracy in any breach of Seller’s Undertakingsa representation, whether as a result warranty or covenant of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwiseSeller herein, or Purchaser obtains knowledge (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (whatever source, including, without limitation, the inclusion of any report provided to Buyer information in or written disclosure by any contractor Seller or consultant engaged by Buyer in connection with BuyerSeller’s investigation of the Propertiesagents and employees) is in any way inconsistent with that contradicts any of Seller’s Undertakings, whether or not actually known to Buyerrepresentations and warranties herein, and notwithstanding clause (A) Purchaser nevertheless consummates the transaction contemplated by this Agreement. All other representations, warranties, covenants and clause (B) Buyer nonetheless proceeds with agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the TransactionsClosing Date but will be merged into the documents delivered at the Closing. 7.2 For purposes of this Agreement and any document delivered at Closing, then whenever the phrase “to Seller’s Undertakings shall be deemed qualified and amended knowledge,” or modified to the full extent “knowledge” of Buyer’s knowledge and such inconsistent informationSeller or words of similar import are used, Buyer they shall be deemed to have accepted refer to facts within the actual knowledge only of Xxxxxxx Xxxxxxxxx, Xxxx Del Xxxxxxx and approved Xxxxx Xxxxxxx, and no others, at the times indicated only, without duty of inquiry whatsoever. Purchaser acknowledges that (i) the individuals named above are named solely for the purpose of defining and narrowing the scope of Seller’s Undertakings as so qualified knowledge and amended not for the purpose of imposing any liability on or modifiedcreating any duties running from such individuals to Purchaser, and Buyer (ii) Xxxxx Xxxxxxx is an attorney and his inclusion herein for knowledge purposes shall have in no right or remedy, and Seller shall have way waive any attorney/client privilege. Purchaser covenants that it will bring no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives action of any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment kind against such Respective individuals, any shareholder, partner or member of Seller or any of Seller’s affiliates, as applicable, related to or arising out of such Respective Seller’s breach of Seller’s Undertakingsthese representations and warranties.

Limitations on Seller’s Liability. No indemnification payments will be made by or on behalf of the Seller: (iiv) All representations pursuant to Section 8.1(a) (other than in respect of Seller’s Fundamental Representations and warranties Warranties), in respect of Buyer made any individual claim or series claims having the same nature or origin where the Losses relating thereto are less than $5,000, and such items less than $5,000 will not be aggregated for purposes of calculating the Deductible or Revised Deductible, as applicable, in clause (ii) below; (v) pursuant to Section 8.1(a) (other than in respect of Seller’s Fundamental Representations and Warranties), until the aggregate amount of Losses for which the Seller would (but for this Agreement clause (ii)) be liable thereunder exceeds $600,000 (the “Deductible”), and all representations then only to the extent of such excess over such Deductible; provided that, in the event of the occurrence of an Abandonment Date, the Deductible shall be reduced to $510,000 (the “Revised Deductible”) and, to the extent a Purchaser Indemnified Party would have been entitled to an indemnification payment pursuant to this Article 8 had the Revised Deductible then been in effect, the Purchaser Indemnified Party will be entitled to an indemnification payment after applying such Revised Deductible to such indemnification obligation; (vi) pursuant to Section 8.1(a) (other than in respect of Seller’s Fundamental Representations and warranties Warranties), in excess of Seller the Cap then in effect; and (vii) in excess of the Purchase Price. The limitations on liability set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter definedSection 8.5(a) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller not apply with respect to Losses resulting from fraud with respect to any breach of any representation or warranty contained in Article 3 or in the alleged breach certificates delivered pursuant to Sections 2.10(a)(xi) or Section 2.11(a)(iv). (f) Limitation on Purchaser’s Liability. No indemnification payments will be made by or on behalf of the part Purchaser: (i) pursuant to Section 8.2(a) (other than in respect of Seller or a Respective Seller Purchaser’s Fundamental Representations and Warranties), in respect of any representationindividual claim or series claims having the same nature or origin where the Losses relating thereto are less than $5,000, warrantyand such items less than 71 $5,000 will not be aggregated for purposes of calculating the Deductible or Revised Deductible, covenantas applicable, undertakingin clause (ii) below; (ii) pursuant to Section 8.2(a) (other than in respect of Purchaser’s Fundamental Representations and Warranties), indemnity or agreement contained in any until the aggregate amount of Losses for which the Purchase Documents Purchaser would (collectively, “Seller’s Undertakings”) shall but for this clause (Aii)) be deemed waived unless Buyer has both delivered liable thereunder exceeds the Deductible, and then only to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (extent of such excess over such Deductible; provided that, in the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior event of an occurrence of an Abandonment Date, to the expiration of the Survival Period, and (B) be limited extent a Seller Indemnified Party would have been entitled to an amount not indemnification payment pursuant to exceed an amount equal to [REDACTED] of this Article 8 had the Purchase Price (the “Cap”) Revised Deductible then been in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubteffect, the Cap shall apply Seller Indemnified Party will be entitled to any an indemnification payment after applying such Revised Deductible to such indemnification obligation; (iii) pursuant to Section 8.2(a) (other than in respect of Purchaser’s Fundamental Representations and all claims Buyer may have against any and all Respective SellersWarranties), such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], Cap then in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration effect; (iv) in excess of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or Purchase Price. The limitations on liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3this Section 8.5(b) business days after receipt shall not apply with respect to Losses resulting from fraud with respect to any breach of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law any representation or warranty contained in Article 4 or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice the certificates delivered pursuant to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(sSections 2.10(b)(xi) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect theretoSection 2.11(b)(v). (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (a) Notwithstanding anything to the contrary contained herein, Sellers shall not have any liability under Section 9.1 for any Loss unless (i) All representations the amount of the Loss (or series of related Losses) exceeds fifty thousand dollars ($50,000) (the “De Minimis Amount”) and warranties (ii) the aggregate amount of all Losses for which the Buyer made in this Agreement Indemnitees seek indemnification under Section 9.1 exceeds, on a cumulative basis, an amount equal to one million seven hundred and all representations fifty thousand dollars ($1,750,000) (the “Deductible”), whereupon the Buyer Indemnitees shall be entitled to only the amount of such Losses that exceeds the Deductible; provided, however, the De Minimis Amount and warranties the Deductible shall not apply to any claim for indemnification arising out of or resulting from Fraud or breach of any payment obligation under Article II or any Fundamental Representation of any Seller or the matters set forth in this Agreement Sections 9.1(a)(ii); provided, further, that the Deductible shall not apply to any claim for indemnification arising out of or resulting from the matters set forth in Section 9.1(a)(iv). (b) Notwithstanding anything to the contrary herein, the aggregate maximum liability of Sellers with respect to their indemnification obligations set forth in Section 9.1 shall be deemed an amount equal to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date Escrow Amount (the “Survival PeriodCap”); provided, subject however, that the Cap shall not apply to the provisions any claim for indemnification arising out of this Paragraph 9(c)or resulting from Fraud or breach of any payment obligation under Article II. Notwithstanding anything to the contrary contained herein, in this Agreement or in no event shall the aggregate maximum liability of any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged indemnification obligations set forth in this Agreement or otherwise with respect to this Agreement exceed one hundred percent (100%) of the portion of the Purchase Price that such Seller is entitled to pursuant to this Agreement. (c) No Seller shall have any right to obtain damages (whether through an action for contribution or otherwise) from any Acquired Company, or their Representatives with respect to any breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity covenant or agreement contained in hereunder and each Seller hereby releases, waives and discharges any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) such rights and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, herewith against and notwithstanding clause (A) Acquired Company and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect theretotheir Representatives. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement (including Sections 12.01 and 14.03), (i) if the Sales Process Order is not entered by the Bankruptcy Court, Seller shall have no liability for any Losses due to Purchaser or any Sponsor and (ii) if the Sales Process Order is entered by the Bankruptcy Court (y) subject to the following clauses (z) of this Section, no termination of this Agreement will relieve any Party of any liability for a breach of this Agreement occurring prior to such termination and (z) Seller's liability to the Purchaser Indemnified Parties for Losses arising from or relating to a breach of this Agreement by Seller shall be limited as follows: (a) The Purchaser Indemnified Parties shall be entitled to recover such Losses (including attorneys' fees incurred by Purchaser in any exhibits attached hereto Action or Proceeding to enforce Purchaser's rights under subclause (c) below) solely (except as otherwise provided in any documents executed subclauses (c) and (d) below) from the Indemnity Escrow Amount, if any, then remaining in the Indemnity Escrow Account; provided that such Losses suffered, incurred or to be executed sustained by the Purchaser Indemnified Parties exceed $200,000 in connection herewith the aggregate; (collectively, including b) If this Agreement, said exhibits Agreement has been terminated and all such documentsthe Closing has not occurred, the “Purchase Documents”)Purchaser Indemnified Parties shall be entitled to recover, it is expressly understood as their sole and agreed exclusive remedy, actual Losses sustained or incurred by and between the parties hereto that the recourse them as a result of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged a breach of this Agreement by or on the part of Seller or Seller, as determined by a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any Final Order of the Purchase Documents Bankruptcy Court (collectivelyor, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to in the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration event of a timely appeal of the Survival Periodrelevant Order, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] by Final Order of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubtcourt having jurisdiction over such appeal or over any further appeal); provided, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellershowever, such that in no event shall Seller be liable to Buyer such recovery exceed (w) the dollar amount of the Breakup Fee (as specified in the aggregate in excess first sentence of Section 2.09(a)) plus (x) any Expense Reimbursement payable under Section 2.09(c) minus (y) the Cap. Seller shall have no liability Breakup Fee (if Purchaser has become entitled to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches Breakup Fee under Section 2.09(c) and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice such fee has not been given, or for which such specific suit paid) minus (z) the Expense Reimbursement (if Purchaser has not been commenced on or before become entitled to the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”Expense Reimbursement under Section 2.09(c) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account amount of such Material fee has been paid); and Adverse Change Notice from Sellerprovided further, all other rights and remedies being hereby waivedhowever, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller that Purchaser Indemnified Parties shall not be liable entitled to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases recover consequential and Buyer hereby waives any and all rights of subrogation with respect thereto.punitive damages; (iiic) During the Survival Period, [REDACTED] agrees Purchaser shall be entitled to contribute sufficient funds up an Order of specific performance or injunctive relief to remedy any such breach other than a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakingsan obligation to pay money to Purchaser; and (d) The limitations in this Section 12.03 shall not apply to payments required under Sections 2.10 or 2.11.

Limitations on Seller’s Liability. Notwithstanding anything to the contrary in this Agreement, the liability of Seller under this Agreement and any documents delivered in connection herewith or contemplated hereby shall be limited as follows: (ia) All representations EXCEPT TO THE EXTENT ARISING OUT OF FRAUD, IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; provided, however, that if Buyer is held liable to a third party for any of such damages and warranties of Seller is obligated to indemnify Buyer made for the matter that gave rise to such damages, then Seller shall be liable for, and obligated to reimburse Buyer for, such damages. (b) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 12.1 and all this Section 12.3, (x) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to materiality, Material Adverse Effect (which instead will be read as adverse effect or change) or similar language, or any dollar limitation or threshold and (y) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (x), shall be determined without regard to any limitation or qualification as to materiality, Material Adverse Effect (which instead will be read as adverse effect or change) or similar language or any dollar limitation or threshold set forth in such representation or warranty. (c) Except as provided below, the representations and warranties of Seller set forth in this Agreement shall be deemed survive the Closing until the date that is eighteen months after the Closing Date; provided however, that (i) the representations and warranties set forth in Section 5.2 (Authority Relative to have been made as this Agreement and Binding Effect), in the first two sentences of Section 5.4(a) (Capitalization of the Effective Date Subsidiaries; Title to Stock), in Section 5.5(a) (Title to Assets; Encumbrances), and again as in Section 5.18 (Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 5.9 (Taxes) shall survive for a period equal to the applicable statute of limitations for the taxable year for each Tax (giving effect to any extensions or waivers thereof), and (iii) the representations and warranties set forth in Section 5.15 (Environmental Matters) shall survive until the second anniversary of the Closing Date. The other terms of this Agreement and the agreements delivered in connection herewith shall survive the Closing. All representations and warranties, covenants and agreements of Seller under this Agreement and the indemnities granted by Seller in Section 12.1 shall terminate at 5:00 p.m., East Coast time, on the applicable survival termination date set forth above; provided, however, that such indemnities shall survive with respect only to any specific matter that is the subject of a proper Claim Notice delivered in good faith in compliance with the requirements of this Section 12.3 until the earlier to occur of (i) the date on which a final nonappealable resolution of the matter described in such Claim Notice has been reached, including the determination of all related Losses, if any, regardless of when such Losses are finally determined or (ii) the date on which the matter described in such Claim Notice has otherwise reached final resolution, including the determination of all related Losses, if any, regardless of when such Losses are finally determined. In no event shall any amounts be recovered from Seller under Section 12.1 or otherwise for any matter for which a Claim Notice is not delivered to Seller prior to the close of business on the applicable expiration date set forth above. (d) Notwithstanding anything to the foregoingcontrary in this Agreement, Seller’s in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in this Agreement the first two sentences of Section 5.4(a) or in any of Sections 5.5(a) or (c), which claims shall not be subject to the “Purchase Documents” limitations set forth in this Section 12.3(d)) until the Buyer Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 12.1(a) that in the aggregate exceed Five Million Dollars (as hereinafter defined$5,000,000) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival PeriodDeductible”), after which Seller shall then be liable for all Losses incurred by the Buyer Indemnitees that are indemnifiable pursuant to Section 12.1(a) in excess of such amount up to the maximum amount set forth in Section 12.3(e). Losses subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the provisions representations and warranties contained in the first two sentences of this Paragraph 9(cSection 5.4(a) or in Section 5.5(a). ) relating to any single breach or series of related breaches by Seller shall not constitute Losses, and therefore shall not be applied toward the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $20,000. (e) Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”i) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (other than in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in the first two sentences of Section 5.4(a) or in Sections 5.5(a) or (c)) that in the aggregate exceed One Hundred Million Dollars ($100,000,000), and (ii) in excess no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 12.3) otherwise subject to indemnification by Seller pursuant to Section 12.1(a) (solely in respect of any claim for any inaccuracy or breach (or deemed inaccuracy or breach) of the Cap. representations and warranties contained in the first two sentences of Section 5.4(a) or in Sections 5.5(a) or (c)) that in the aggregate exceed the Purchase Price; provided, however, that in the event Seller makes any indemnification payment to any Buyer Indemnitee for any Loss pursuant to Section 12.1(a), regardless of whether such claim is for any inaccuracy or breach (or deemed inaccuracy or breach) of the representations and warranties contained in the first two sentences of Section 5.4(a) or in Sections 5.5(a) or (c), then the amount of such payment shall be credited against each of the limitations set forth in clause (i) and clause (ii) of this Section 12.3(e). (f) Seller shall have no liability for any portion of any claim or Loss for which (i) Buyer receives or is entitled to receive (and which are collectible) any insurance proceeds or any indemnity, contribution or other similar payment from any other insurer or other third party (whether in a lump sum or stream of payments) or (ii) Buyer recovers or is entitled to recover through rates, provided that Buyer shall have made a good faith effort to recover any such claim or loss through rates and that such recovery is not indeterminable due to the terms of any rate settlement agreed to by Buyer. No cost or expense relating to any such claim or Loss that is actually recovered on the basis of the foregoing shall be included in determining the extent of Losses suffered by the Buyer Indemnitees for purposes of Section 12.3(c) or Section 12.3(d). Buyer agrees to use its commercially reasonable efforts to give timely and effective written notice to the appropriate insurance carrier(s) of any occurrence or circumstances that, in the judgment of Buyer consistent with its customary risk management practices, appear likely to give rise to a claim against Buyer that is likely to involve one or more insurance policies of Buyer. Any such notice shall be given in good faith by Buyer without regard to the possibility of indemnification payments by Seller under Section 12.1, and shall be processed by Buyer in good faith and in a manner consistent with its risk management practices involving claims for which no third party contractual indemnification is available. Buyer agrees that (x) if it is entitled to receive payment from Seller for a breach Loss, and (y) if Buyer has obtained insurance that may cover the claim or default matter giving rise to such Loss, then (z) such insurance shall be primary coverage and Buyer will make a claim under such insurance (if such claim can be made in good faith) before enforcing its right to receive payment from Seller. If at any time subsequent to the receipt by a Buyer Indemnitee of an indemnity payment from Seller hereunder, such Buyer Indemnitee (or any of Seller’s Undertakings unless Affiliate thereof) receives any recovery, settlement or other similar payment with respect to the valid claims Loss for all which it receives such breaches and defaults collectively aggregate more than [REDACTED]indemnity payment, in which event such Buyer Indemnitee shall promptly pay to Seller an amount equal to the full amount of suchsuch recovery, valid claims less any expense incurred by such Buyer Indemnitee (or its Affiliates) in connection with such recovery, but in no event shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been givenany such payment exceed the amount of such indemnity payment. (g) Notwithstanding any language contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), or for which such specific suit has not been commenced on or before the expiration representations and warranties of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in this Agreement will not be merged into any such Material Related Document and Adverse Change Notice. Within three (3) business days after receipt the indemnification obligations of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waivedthe limitations on such obligations, may elect by written notice to Seller either to (1) terminate this Agreement, set forth in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy control. No provision set forth in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer Related Document shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended enlarge, alter or modified, and Buyer shall have no right amend the terms or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights provisions of subrogation with respect theretothis Agreement. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all the representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s and Buyer’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine six (96) months after the Closing Date (the “Survival Period”), ) subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price Five Million Dollars (the “Cap”$5,000,000) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid timely noticed and filed claims for all such breaches and defaults collectively aggregate more than [REDACTED]One Hundred Thousand Dollars ($100,000), in which event the full amount of such, valid such timely noticed and filed claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival PeriodPeriod shall terminate and cease to be of any force or effect, and neither party shall have any right, remedy, obligation or liability thereunder. Any such representation or warranty for which such specific written notice has not been given, or for which such specific suit has not been commenced, on or before the Survival Period after the Closing Date shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f3(e) shall apply; provided, that, in the event Seller’s intentional misrepresentations caused the Material and Adverse Change Notice, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event the provisions of Paragraph 3(e) shall apply and Buyer shall have the rights and remedies set forth in Paragraph 10(b) of this Agreement, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or (excluding Buyer’s mere discovery of existing conditions at the Property, unless exacerbated by Buyer), any of Buyer Representatives or any of Buyer’s agents, employees or contractors upon any the Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the PropertiesProperty) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Anything contained in this Agreement to the contrary notwithstanding, in the event that Buyer receives a certificate from a third party (a “Confirming Certificate”) that confirms or is consistent with any of Seller’s Undertakings (a “Confirmed Undertaking”), then Buyer shall look solely to the Tenant or other party delivering such Confirming Certificate in the event Buyer believes such Confirmed Undertaking is not true and, as a specifically bargained for allocation of risk and liability, Buyer hereby expressly waives and releases any and all rights and remedies Buyer may have against Seller on account of any breach or default of any Confirmed Undertaking to the extent such Confirmed Undertaking is confirmed by or consistent with such Confirming Certificate. Buyer agrees to first seek recovery under any applicable insurance policies, service contracts, warranties, guaranties and leases prior to seeking recovery from Seller. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, service contracts, warranties, guaranties, Operating Agreements guaranties or Leases leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iii) During the Survival Period. As a specifically bargained for allocation of risk and liability, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy Buyer hereby expressly waives and releases any judgment against such Respective Seller arising out and all rights and remedies Buyer may have on account of such Respective Seller’s any breach or default of any of Seller’s Undertakings.Undertakings to the extent (1) the aggregate liability of Seller on account of all such breaches and defaults exceeds Five Million Dollars ($5,000,000); (2) the timely noticed and filed claims for all such breaches and defaults do not collectively aggregate more than One Hundred Thousand Dollars ($100,000) (after which Buyer shall be entitled to recover the full amount of such timely noticed and filed claims, up to the limit provided in the foregoing clause (1)); or

Limitations on Seller’s Liability. (ia) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed Subject to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoingparagraph (d) below, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyerfor any claims for damages asserted by Buyer against Seller under this Agreement for breaches of representations or warranties unless the amount of liability against Seller, on an aggregate basis, exceeds CHF 15 million less any Pre-Closing Liability Amount (the Deductible Amount), whereupon Seller’s full liability to Buyer shall be equal to the amount exceeding the Deductible Amount; provided, however, that (i) Seller shall not be liable to Buyer for any single claim for damages asserted by Buyer against Seller under this Agreement for breaches of representations or warranties unless such claim, on a stand-alone basis, or series of related claims taken together, exceeds the amount of CHF 250,000 (the De Minimis Amount), and (ii) the Deductible Amount and De Minimis Amount shall not be applicable to breaches of Seller’s representations or warranties in Sections 1, 4, 5, 6, 7, 19, 20 and 27 of Schedule 5.1. (b) Subject to paragraph (d) below, Seller’s aggregate liability for damages under this Agreement for breaches of representations and warranties shall not exceed CHF 100 million (the Cap); provided, however, that the Cap shall not be applicable (i) if, and to the extent, Seller’s liability under this Agreement is satisfied caused by fraud or willful misconduct of Seller, (ii) to breaches of Seller’s representations or warranties in Sections 1, 4, 5, 6, 7, 19, 20 and 27 of Schedule 5.1, or (iii) to breaches of or proceedings in connection with competition or antitrust laws. (c) Subject to paragraph (d) below, Seller’s liability in respect of any breach of Seller’s obligations under this Agreement shall be excluded or reduced, as the case may be, if, and to the extent: (i) Buyer or any of its Affiliates, including, as from the Closing Date, the TE Companies, have failed to use their reasonable endeavours to mitigate the loss or damage in respect thereof; (ii) Buyer and any of its Affiliates, including, as from the Closing Date, the TE Companies, have actually recovered or could have, using reasonable endeavours, recovered from any third Person, including, but not limited to, an insurer, costs, expenses or damages in respect of any matter to which a claim asserted relates, after deduction of all duly documented costs and expenses incurred in making such insurance policiesrecovery (including reasonable attorneys’ fees). Buyer shall reimburse Seller forthwith an amount equal to any sum paid by Seller in respect of any claim subsequently recovered by or paid to the Buyer or any of its Affiliates by any other Person in respect of the matter giving rise to the claim (less any expenses incurred in making such recovery); Any amount paid by Buyer pursuant to the foregoing paragraph shall be taken into account, warrantieswith retrospective effect, guaranties, Operating Agreements or Leases in ascertaining whether the limitations set forth in Article 11(a) and Buyer hereby waives (b) are exceeded. Any amount previously paid by Seller in respect of any and all rights claim which would not otherwise have been payable as a consequence of subrogation with respect theretothis paragraph shall be repaid immediately. (iii) During the Survival Perioda related provision, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller reserve or valuation allowance has been or is made or included in the Closing Balance Sheet; (iv) a fact or event has been taken into account in connection with the determination of the adjustment set forth in Article 2.5, Article 10.9 and the respective Schedules thereto; or (v) except as otherwise provided in this Agreement, such claim arises or is increased as a Respective Seller has insufficient funds result of any legislation, regulation, or rule of law not in force at the Closing Date or the withdrawal after the Closing Date of any concession previously made by any relevant authority or as a result of any change made or introduced on or after the Closing Date in any legislation, regulation, or rule of law of any relevant authority, whether or not such change or withdrawal purports to satisfy any judgment against such Respective Seller arising out of such Respective be effective retrospectively in whole or in part. (d) Notwithstanding anything herein to the apparent contrary, (i) the limitations on Seller’s breach of liability set forth in this Article 11(a) and (b) shall not apply to any claims relating to Seller’s Undertakingsindemnification obligations under Article 9.1 and (ii) the limitations on Seller’s liability set forth in Article 11(a) shall not apply to breaches of representations or warranties reflected in the update to the Disclosure Letter, as described in Article 6.1.4.

Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in Agreement, the liability of Seller under this Agreement, any exhibits attached hereto or in Related Document and any other documents executed or to be executed delivered in connection herewith or contemplated hereby shall be limited as follows: (collectivelya) EXCEPT TO THE EXTENT ARISING OUT OF FRAUD, including CRIMINAL MISREPRESENTATION OR WILLFUL MISCONDUCT, IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; INCLUDING LOST PROFITS. (b) Notwithstanding anything to the contrary in this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 11.3) otherwise subject to indemnification by Seller pursuant to Section 11.1(a) until the Buyer Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 11.1(a) that in the aggregate in excess of the Cap. exceed One Hundred Thousand Dollars ($100,000), after which Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims then be liable for all such breaches and defaults collectively aggregate more than [REDACTED], Losses incurred by the Buyer Indemnitees that are indemnifiable pursuant to Section 11.1(a). (c) Notwithstanding anything to the contrary in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case no event shall Seller indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (determined after giving effect to the other provisions of Paragraph 3(fthis Section 11.3) shall apply, otherwise subject to indemnification by Seller pursuant to Section 11.1(b) until (i) any individual Loss (or series of related Losses arising from a common set of facts) exceeds Fifty Thousand Dollars (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof$50,000) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (ii) Anything contained herein the Buyer Indemnitees have incurred Losses otherwise indemnifiable pursuant to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (ASection 11.1(b) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained that in the Tenant Estoppel Certificate(s) or otherwise, or aggregate exceed Twenty Million Dollars (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof$20,000,000). Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements for all Losses individually or Leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective aggregate (determined after giving effect to the other provisions of this Section 11.3) incurred by the Buyer Indemnitees that are subject to indemnification by Seller has insufficient funds pursuant to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s UndertakingsSection 11.1(b) that in the aggregate exceed Twenty Million Dollars ($20,000,000), up to, but not exceeding, One Hundred Million Dollars ($100,000,000).

Limitations on Seller’s Liability. (ia) All representations If the Closing occurs, and warranties subject to Section 14.5, Sellers will have no liability to Buyer or any other Person for indemnification or otherwise with respect to: (1) Any claim that arises out of Buyer made in this Agreement and all representations and warranties or results from a breach of Seller any representation or warranty or a breach of a covenant or other agreement set forth in this Agreement shall be deemed to have been made as or any other Transaction document, unless Buyer gives Sellers prompt notice of the Effective Date claim and again as specifies in reasonable detail the facts giving rise to the claim within the survival period described in Section 14.1. (2) Any claim that arises out of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained or results from a breach of any representation or warranty in this Agreement or any other Transaction document, unless the aggregate liability for all claims exceeds $50,000, in any which event Sellers will be required to pay or be liable for all of the “Purchase Documents” losses, except (as hereinafter definedand notwithstanding the foregoing limitation) shall survive that there will be no such threshold amount with respect to any losses suffered by the Closing for Buyer Indemnified Parties that are attributable to intentional misrepresentations, intentional concealment of a period material matter, or to fraudulent or intentionally wrongful actions or omissions on the part of nine Sellers. (93) months after the Closing Date (the “Survival Period”), subject to the provisions Any claim that arises out of this Paragraph 9(c). Notwithstanding anything to the contrary contained or results from a breach of any representation or warranty in this Agreement or in any exhibits attached hereto Transactional document to the extent that Sellers’ aggregate liability for all such claims exceeds $1,000,000, except (and notwithstanding the foregoing limitation) that there will be no limit to the amount of indemnifiable damages for which Sellers will be responsible to Buyer Indemnified Parties to the extent all or in any documents executed portion of the losses suffered by the Buyer Indemnified Parties are attributable to intentional misrepresentations, intentional concealment of a material matter, or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer fraudulent actions or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or omissions on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer shall not have the right to right to terminate this Agreement (nor any other right or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall apply. (iib) Anything contained herein The limitations on Sellers’ liability in this Section 14.3 shall not apply with respect to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received claim by Buyer from Indemnified Parties related to any third party (including, without limitation, Excluded Asset or Sellers’ failure to pay or perform any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect theretoExcluded Liability. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.

Limitations on Seller’s Liability. Except as provided in Section 22.1.2 below, Seller’s total liability for claims by Buyer arising out of or relating to the performance or non-performance of Seller’s obligations under this Agreement shall in no event exceed: (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” one hundred percent (as hereinafter defined100%) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (as the “Cap”same may be adjusted from time to time) in for any damages awarded pursuant to a claim asserted at any time from the aggregate Effective Date through the date Substantial Completion is achieved; (ii) thirty-three percent (33%) of the Purchase Price (as the same may be adjusted from time to time) for all recourse any damages awarded pursuant to a claim asserted at any time after Substantial Completion is achieved through the second (2nd) anniversary of the date Substantial Completion is achieved; or (iii) ten percent (10%) of the Purchase Price (as the same may be adjusted from time to time) for any damages awarded pursuant to a claim asserted at any time after the second (2nd) anniversary of the date Substantial Completion is achieved. The Seller's total limit of liability with respect to any claim shall not apply, whatsoever: To any (i) amounts paid by Seller to or on behalf of Buyer or Buyer Indemnitee arising out of the willful misconduct, gross negligence or fraud of Seller, any Contractor or any Person for whom at law or under this Agreement Seller is responsible; (ii) Seller’s indemnification obligations hereunder to the Purchase Documentsextent occurring with respect to third parties, including any intellectual property claims and any claims by Governmental Authorities; or (iii) any Governmental Authority imposes fines, penalties or other enforcement fees, except to the extent that any such fine, penalty, or other enforcement fee arises solely from the tortious or criminal conduct or contractual breach of Buyer; To any Delay LDs in Section 7.7 and any hold back amounts for Delayed SPGs in Section 9.3.4. For the avoidance of doubt, the Cap shall apply With respect to any and all claims Buyer may have against claim for which Seller, including any and all Respective SellersContractor or other Person for which Seller is responsible under this Agreement, that is either covered by Seller's insurance or bonds or required by this Agreement to be covered by Seller's Insurance or Bonds. In such that in no event shall Seller case, Seller's total limit of liability for the claim covered by Seller's insurance or bonds or required by this Agreement to be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach covered by Insurance or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims Bonds shall be actionable. Any the greater of (i) the limits of liability for the applicable Insurance policy(ies) or Bonds; (ii) the limits of liability for the applicable insurance policy(ies) or bonds carried by Seller’s Undertakings for which a Recourse Notice has not been given, ; or for which such specific suit has not been commenced (iii) the cap or no cap on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, remedy, obligation or liability thereunder. In the event, prior to Closing, Seller discovers that any of Seller’s Undertakings have materially and adversely changed, Seller shall give written notice thereof to Buyer (a “Material and Adverse Change Notice”) and Seller’s Undertakings shall be deemed qualified and amended as set forth in such Material and Adverse Change Notice. Within three (3) business days after receipt this ARTICLE XXII depending on the basis of a Material and Adverse Change Notice (the Closing Date being hereby extended for such period, if necessary to give Buyer adequate time to respond), Buyer, as its sole and exclusive remedy at law or in equity on account liability It is the intent of such Material and Adverse Change Notice from Seller, all other rights and remedies being hereby waived, may elect by written notice to Seller either to (1) terminate this Agreement, in which case the provisions Parties that the limitation of Paragraph 3(f) shall apply, or (2) accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Buyer’s failure to give timely written notice of such election to Seller shall constitute Buyer’s irrevocable election to accept and approve Seller’s Undertakings as so qualified and amended and proceed with the Transactions without any right or remedy on account thereof. Notwithstanding the foregoing, in the event the information contained in the Material and Adverse Change Notice arose or resulted from, in whole or in part, activities by Buyer or any of Buyer Representatives upon any Property, Buyer liability hereunder shall not have relieve the right to right to terminate this Agreement (nor insurers’ and surety's' obligations for any other right insured or remedy on account thereof) and Buyer’s indemnification contained in Paragraph 4(b), above, shall applybonded risks. (ii) Anything contained herein to the contrary notwithstanding, but in all events subject to the last sentence of Paragraph 9(c)(i), if (A) Buyer has actual knowledge of any inaccuracy in any of Seller’s Undertakings, whether as a result of notice from Seller, Buyer’s own investigations or inquiries, information contained in the Tenant Estoppel Certificate(s) or otherwise, or (B) any information contained in any material provided or made available to Buyer by Seller prior to the expiration of the Due Diligence Period or received by Buyer from any third party (including, without limitation, any report provided to Buyer by any contractor or consultant engaged by Buyer in connection with Buyer’s investigation of the Properties) is in any way inconsistent with any of Seller’s Undertakings, whether or not actually known to Buyer, and notwithstanding clause (A) and clause (B) Buyer nonetheless proceeds with the Transactions, then Seller’s Undertakings shall be deemed qualified and amended or modified to the full extent of Buyer’s knowledge and such inconsistent information, Buyer shall be deemed to have accepted and approved Seller’s Undertakings as so qualified and amended or modified, and Buyer shall have no right or remedy, and Seller shall have no obligation or liability, on account thereof. Seller shall not be liable to Buyer if Buyer’s full claim is satisfied from such insurance policies, warranties, guaranties, Operating Agreements or Leases and Buyer hereby waives any and all rights of subrogation with respect thereto. (iii) During the Survival Period, [REDACTED] agrees to contribute sufficient funds up to a maximum amount not to exceed the Cap to a Respective Seller in the event a Respective Seller has insufficient funds to satisfy any judgment against such Respective Seller arising out of such Respective Seller’s breach of Seller’s Undertakings.