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

Limitations on Seller’s Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER IN CONTRACT, TORT OR OTHERWISE WITH RESPECT TO ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY CLOSING DOCUMENT OTHER THAN ANY INTENTIONAL OR NEGLIGENT MISREPRESENTATION BY SELLER. IN ADDITION, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER UNLESS AND UNTIL THE AGGREGATE AMOUNT OF DAMAGES FOR WHICH SELLER IS OBLIGATED TO PAY OR INDEMNIFY BUYER PURSUANT TO THIS AGREEMENT EXCEEDS THE SUM OF FIVE THOUSAND DOLLARS ($5,000.00) (THE “BASE AMOUNT”) WHEREUPON SELLER SHALL BE LIABLE FOR ALL SUCH DAMAGES, INCLUDING THE BASE AMOUNT, BUT, NOTWITHSTANIDNG ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY DAMAGES TO THE BUYER IN EXCESS OF THE SUM OF ONE MILLION DOLLARS ($1,000,000.00); PROVIDED, HOWEVER, THAT THE LIMITATION ON SELLER’S LIABILITY IN THE EVENT THAT SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER SOLELY FOR THE REASON SET FORTH IN SUBPARAGRAPH (ii) OF PARAGRAPH 6.2 ABOVE SHALL REMAIN AN AMOUNT NOT TO EXCEED THREE MILLION DOLLARS ($3,000,000.00) AS SET FORTH IN PARAGRAPH 6.2. Buyer’s Initials: /s/ ES/DH

Limitations on Seller’s Liability. NOTWITHSTANDING ANYTHING TO BUYER UNDERSTANDS AND ACKNOWLEDGES THAT SELLER HAS ACQUIRED THE CONTRARY CONTAINED IN THIS AGREEMENTPROPERTY AS A RESULT OF A FORECLOSURE, IN DEED-IN-LIEU OF FORECLOSURE OR SIMILAR PROCESS. SELLER HAS NEVER OCCUPIED THE PROPERTY AND HAS LITTLE OR NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER IN CONTRACT, TORT OR OTHERWISE WITH RESPECT TO ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY CLOSING DOCUMENT OTHER THAN ANY INTENTIONAL OR NEGLIGENT MISREPRESENTATION BY SELLER. IN ADDITION, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER UNLESS AND UNTIL DIRECT KNOWLEDGE ABOUT THE AGGREGATE AMOUNT OF DAMAGES FOR WHICH SELLER IS OBLIGATED TO PAY OR INDEMNIFY BUYER PURSUANT TO THIS AGREEMENT EXCEEDS THE SUM OF FIVE THOUSAND DOLLARS ($5,000.00) (THE “BASE AMOUNT”) WHEREUPON SELLER SHALL BE LIABLE FOR ALL SUCH DAMAGES, INCLUDING THE BASE AMOUNT, BUT, NOTWITHSTANIDNG ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY DAMAGES TO THE BUYER IN EXCESS PHYSICAL CONDITION OF THE SUM OF ONE MILLION DOLLARS PROPERTY. BUYER AGREES THAT BUYER IS PURCHASING THE PROPERTY “AS IS” ($1,000,000.00); PROVIDED, HOWEVER, THAT THE LIMITATION ON SELLER’S LIABILITY IN THE EVENT THAT SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER SOLELY FOR THE REASON SET FORTH IN SUBPARAGRAPH (ii) OF PARAGRAPH 6.2 ABOVE SHALL REMAIN AN AMOUNT NOT TO EXCEED THREE MILLION DOLLARS ($3,000,000.00) AS MORE FULLY SET FORTH IN PARAGRAPH 6.214 OF THIS AGREEMENT. Buyer’s InitialsNOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THE AGREEMENT, SELLER’S LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY IN ALL CIRCUMSTANCES AND FOR ALL CLAIMS ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENT OR THE SALE OF THE PROPERTY TO BUYER, INCLUDING BUT NOT LIMITED TO SELLER’S BREACH OR TERMINATION OF THE AGREEMENT, THE CONDITION OF THE PROPERTY, SELLER’S TITLE TO THE PROPERTY, THE OCCUPANCY STATUS OF THE PROPERTY, THE SIZE, SQUARE FOOTAGE, BOUNDARIES OR LOCATION OF THE PROPERTY OR ANY OF THE ITEMS LISTED IN PARAGRAPH 14 OF THE AGREEMENT OR ANY OTHER COSTS OR EXPENSES INCURRED BY BUYER IN CONNECTION WITH THE AGREEMENT SHALL BE LIMITED TO NO MORE THAN: /s/ ES/DHA RETURN OF BUYER’S DEPOSIT IF THE SALE TO BUYER DOES NOT CLOSE; AND THE LESSER OF BUYER’S ACTUAL DAMAGES OR $5,000 IF THE SALE TO BUYER CLOSES. BUYER SHALL NOT BE ENTITLED TO A RETURN OF BUYER’S DEPOSIT IF BUYER MATERIALLY BREACHES THE AGREEMENT. BUYER AGREES THAT SELLER SHALL NOT BE LIABLE TO PURCHASER UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, THEORY, OR CAUSE OF ACTION ARISING OUT OF OR RELATED IN ANY WAY TO ANY CLAIM, INCLUDING BUT NOT LIMITED TO, THE AFOREMENTIONED CLAIM. ANY REFERENCE TO RETURN OF BUYER’S DEPOSIT CONTAINED IN THE AGREEMENT SHALL MEAN A RETURN OF THE DEPOSIT, LESS ANY ESCROW CANCELLATION FEES, CLOSING COSTS, THIRD PARTY COSTS AND ANY OTHER COSTS PAYABLE FOR SERVICES AND PRODUCTS PROVIDED DURING ESCROW AT BUYER’S REQUEST. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER WAIVES ANY CLAIMS THAT THE PROPERTY IS UNIQUE AND BUYER ACKNOWLEDGES THAT A RETURN OF THEIR DEPOSIT CAN ADEQUATELY AND FAIRLY COMPENSATE PURCHASER FOR ALL CLAIMS. UPON RETURN OF BUYER’S DEPOSIT TO BUYER, THE AGREEMENT SHALL BE TERMINATED, AND BUYER AND SELLER SHALL HAVE NO FURTHER LIABILITY, OBLIGATION OR RESPONSIBILITY TO EACH OTHER IN CONNECTION WITH THE AGREEMENT. IF THE SALE TO BUYER CLOSES AND SELLER COMPENSATES BUYER AS PROVIDED ABOVE FOR BUYER’S ACTUAL DAMAGES, IF ANY, THEN BUYER AND SELLER SHALL HAVE NO FURTHER LIABILITY, OBLIGATION, OR RESPONSIBILITY TO EACH OTHER IN CONNECTION WITH THE AGREEMENT, SELLER’S LIMITATION OF LIABILITY AND BUYER’S WAIVERS PROVIDED IN THE AGREEMENT ARE A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY SELLER UNDER THE AGREEMENT AS NEGOTIATED AND AGREED TO BY BUYER AND SELLER.

Limitations on Seller’s Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER IN CONTRACT, TORT OR OTHERWISE WITH RESPECT TO ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY CLOSING DOCUMENT OTHER THAN ANY INTENTIONAL OR NEGLIGENT MISREPRESENTATION BY SELLER’S ACTUAL FRAUD. IN ADDITION, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER UNLESS AND UNTIL THE AGGREGATE AMOUNT OF DAMAGES FOR WHICH SELLER IS OBLIGATED TO PAY OR INDEMNIFY BUYER PURSUANT TO THIS AGREEMENT EXCEEDS THE SUM OF FIVE THOUSAND DOLLARS ($5,000.00) (THE “BASE AMOUNT”) WHEREUPON SELLER SHALL BE LIABLE FOR ALL SUCH DAMAGES, INCLUDING THE BASE AMOUNT, BUT, NOTWITHSTANIDNG ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUT IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY DAMAGES TO THE BUYER IN EXCESS OF THE SUM OF ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,000,000.00500,000.00); PROVIDED, HOWEVER, THAT THE LIMITATION ON SELLER’S LIABILITY IN THE EVENT THAT SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER SOLELY FOR THE REASON SET FORTH IN SUBPARAGRAPH (ii) OF PARAGRAPH 6.2 ABOVE SHALL REMAIN AN AMOUNT NOT TO EXCEED THREE MILLION DOLLARS ($3,000,000.00) AS SET FORTH IN PARAGRAPH 6.2. Buyer’s Initials: /s/ ES/DH:

Limitations on Seller’s Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER IN CONTRACT, TORT OR OTHERWISE WITH RESPECT TO ANY INDIRECT, CONSEQUENTIAL, SPECIAL, SPECIAL OR EXEMPLARY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY CLOSING DOCUMENT OTHER THAN ANY INTENTIONAL OR NEGLIGENT FRAUDULENT MISREPRESENTATION BY SELLER. IN ADDITION, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER UNLESS AND UNTIL THE AGGREGATE AMOUNT OF DAMAGES FOR WHICH SELLER IS OBLIGATED TO PAY OR INDEMNIFY BUYER PURSUANT TO THIS AGREEMENT EXCEEDS THE SUM OF FIVE ONE HUNDRED THOUSAND DOLLARS ($5,000.00100,000.00) (THE “BASE AMOUNT”) WHEREUPON SELLER SHALL BE LIABLE FOR ALL SUCH DAMAGES, INCLUDING THE BASE AMOUNT, BUT, NOTWITHSTANIDNG ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUT IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY DAMAGES TO THE BUYER IN EXCESS OF THE SUM OF ONE MILLION DOLLARS ($1,000,000.00); PROVIDED, HOWEVER, THAT THE LIMITATION ON SELLER’S LIABILITY IN THE EVENT THAT SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER SOLELY FOR THE REASON SET FORTH IN SUBPARAGRAPH (ii) OF PARAGRAPH 6.2 ABOVE SHALL REMAIN AN AMOUNT NOT TO EXCEED THREE MILLION DOLLARS ($3,000,000.00) AS SET FORTH IN PARAGRAPH 6.2. Buyer’s Initials: /s/ ES/DH: