Common use of Limitations Regarding Seller’s Representations and Warranties Clause in Contracts

Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of each Seller Entity in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) shall survive Closing for a period of one hundred eighty (180) days (the “Survival Period”). Seller Entity will not take any action that would cause any of the Seller Representations to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: (i) occurs between the Effective Date and the Closing Date (other than a change resulting from an action taken by a Seller Entity’s default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement), (iii) is expressly permitted under the terms of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is beyond the reasonable control of a Seller Entity to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If and to the extent that any of the Seller Representations are rendered untrue or incorrect as a result of a breach by a Seller Entity of this Agreement, Purchaser shall be entitled to all of the rights and remedies set forth in Section 6.2. If, despite changes or other matters described in the Bring-Down Certificate, the Closing occurs, the Seller Representations shall be deemed to have been modified by all statements made in such certificate. Notwithstanding anything to the contrary contained in this Agreement, Seller may update the Seller Representations (including by way of the Bring-Down Certificate) for actions permitted by, and taken expressly in accordance with, Sections 5.4.3, 5.4.4 and 5.4.5 and such updated Seller Representations shall not: (x) constitute the non-fulfillment of the condition set forth in Section 4.6.2; or (y) otherwise give rise to a right in favor of Purchaser to terminate this Agreement under Section 4.6.2, this Section 5.3.1, or otherwise under this Agreement. 5.3.2 No claim for a breach of any Seller Representation shall be actionable or payable: (i) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (ii) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand and No/100 Dollars ($25,000.00) (the “Basket”), in which event the full amount of such claims shall be actionable, (iii) as to a breach with respect to any one Seller Entity or any one Property to the extent such claims shall exceed in the aggregate the greater of (the “Property Level Cap”): (A) one and one-half percent (1.5%) of the Allocated Purchase Price for the Property in question; or (B) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); (iv) to the extent such breach (when aggregated with any and all other breaches) exceed in aggregate One Million Seven Hundred Thousand and No/100 Dollars ($1,700,000.00) as to all Seller Entities and all Properties (the “Aggregate Cap”); and (v) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller Contract Agent prior to the expiration of the Survival Period and an action shall have been commenced by Purchaser against Seller within thirty days after the end of the Survival Period. For purposes of clarity, any breach shall be subject to both the Property Level Cap and the Aggregate Cap. 5.3.3 In the event that any Tenant Estoppel delivered to Purchaser with respect to any Assigned Lease shall contain any statement of fact, information or other matter which is materially inconsistent with the Due Diligence Information provided to Purchaser or matters stated in Seller Representations, the Tenant Estoppel shall control and no Seller Entity shall have any liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained in the Tenant Estoppel. Notwithstanding anything to the contrary contained in this Agreement, no Seller Entity agrees, represents or warrants, nor is there any condition to closing, that: (i) any particular Existing Lease or any New Lease shall be in force or effect at Closing, (ii) any Tenant will have performed their obligations thereunder or (iii) any Tenant will not be the subject of bankruptcy proceedings. 5.3.4 For purposes hereof, references to any facts being “known to Purchaser” shall mean that such facts are actually known to Xxxxx Xxxxxxx or Xxxxxx Xxxx.

Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of each Seller Entity in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) shall survive Closing for a period of one hundred eighty (180) days (the “Survival Period”). Seller Entity will not take any action that would cause any of the Seller Representations to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: (i) occurs between the Effective Date and the Closing Date (other than a change resulting from an action taken by a Seller Entity’s default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement), (iii) is expressly permitted under the terms of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is beyond the reasonable control of a Seller Entity to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If and to the extent that any of the Seller Representations are rendered untrue or incorrect as a result of a breach by a Seller Entity of this Agreement, Purchaser shall be entitled to all of the rights and remedies set forth in Section 6.2. If, despite changes or other matters described in the Bring-Down Certificate, the Closing occurs, the Seller Representations shall be deemed to have been modified by all statements made in such certificate. Notwithstanding anything to the contrary contained in this Agreement, Seller may update the Seller Representations (including by way of the Bring-Down Certificate) for actions permitted by, and taken expressly in accordance with, Sections 5.4.3, 5.4.4 and 5.4.5 and such updated Seller Representations shall not: (x) constitute the non-fulfillment of the condition set forth in Section 4.6.2; or (y) otherwise give rise to a right in favor of Purchaser to terminate this Agreement under Section 4.6.2, this Section 5.3.1, or otherwise under this Agreement. 5.3.2 No claim for a breach of any Seller Representation shall be actionable or payable: (i) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (ii) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand and No/100 Dollars ($25,000.00) (the “Basket”), in which event the full amount of such claims shall be actionable, (iii) as to a breach with respect to any one Seller Entity or any one Property to the extent such claims shall exceed in the aggregate the greater of (the “Property Level Cap”): (A) one and one-half percent (1.5%) of the Allocated Purchase Price for the Property in question; or (B) Two Three Hundred Fifty Twenty-Five Thousand and No/100 Dollars ($250,000.00325,000.00); (iv) to the extent such breach (when aggregated with any and all other breaches) exceed in aggregate One Two Million Seven Two Hundred Fifty Thousand and No/100 Dollars ($1,700,000.002,250,000.00) as to all Seller Entities and all Properties (the “Aggregate Cap”); and (v) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller Contract Agent prior to the expiration of the Survival Period and an action shall have been commenced by Purchaser against Seller within thirty days after the end of the Survival Period. For purposes of clarity, any breach shall be subject to both the Property Level Cap and the Aggregate Cap. 5.3.3 In the event that any Tenant Estoppel delivered to Purchaser with respect to any Assigned Lease shall contain any statement of fact, information or other matter which is materially inconsistent with the Due Diligence Information provided to Purchaser or matters stated in Seller Representations, the Tenant Estoppel shall control and no Seller Entity shall have any liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained in the Tenant Estoppel. Notwithstanding anything to the contrary contained in this Agreement, no Seller Entity agrees, represents or warrants, nor is there any condition to closing, that: (i) any particular Existing Lease or any New Lease shall be in force or effect at Closing, (ii) any Tenant will have performed their obligations thereunder or (iii) any Tenant will not be the subject of bankruptcy proceedings. 5.3.4 For purposes hereof, references to any facts being “known to Purchaser” shall mean that such facts are actually known to Xxxxx Xxxxxxx or Xxxxxx Xxxx Xxxx.

Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of each Seller Entity set forth in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) 5.1 hereof shall survive Closing for a period of one hundred eighty nine (1809) days months (the “Survival Period”). Seller Entity will not take . 5.3.2 Notwithstanding any action that would cause any of the Seller Representations to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: (i) occurs between the Effective Date and the Closing Date (other than a change resulting from an action taken by a Seller Entity’s default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement), (iii) is expressly permitted under the terms provision of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3or any document delivered in connection herewith, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is beyond the reasonable control of a Seller Entity to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If and to the extent that any of the Seller Representations are rendered untrue or incorrect as a result of a breach by a Seller Entity of this Agreement, Purchaser shall be entitled to all of the rights and remedies set forth in Section 6.2. If, despite changes or other matters described in the Bring-Down Certificate, the Closing occurs, the Seller Representations shall be deemed to have been modified by all statements made in such certificate. Notwithstanding anything to the contrary contained in this Agreement, Seller may update the Seller Representations (including by way of the Bring-Down Certificate) for actions permitted by, and taken expressly in accordance with, Sections 5.4.3, 5.4.4 and 5.4.5 and such updated Seller Representations shall not: (x) constitute the non-fulfillment of the condition set forth in Section 4.6.2; or (y) otherwise give rise to a right in favor of Purchaser to terminate this Agreement under Section 4.6.2, this Section 5.3.1, or otherwise under this Agreement. 5.3.2 No claim for a breach of any representation or warranty of Seller Representation shall be actionable or payable: payable (i) if the breach in question results from or is based on a condition, state of facts or other matter of which was known to Purchaser had actual knowledge prior to Closing, (ii) unless the valid claims for all such breaches (including, without limitation, all attorneys’ fees and court costs) collectively aggregate more than Twenty Five Thousand and No/100 Dollars ($25,000.00) 5,000 (the “BasketDeductible”), in which event only the full amount in excess of such claims the Deductible shall be actionable, actionable or (iii) as to a breach with respect to any one Seller Entity or any one Property to the extent such claims shall exceed in the aggregate the greater of (the “Property Level Cap”): (A) one and one-half percent (1.5%) of the Allocated Purchase Price for the Property in question; or (B) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); (iv) to the extent such breach (when aggregated with any and all other breaches) exceed in aggregate One Million Seven Hundred Thousand and No/100 Dollars ($1,700,000.00) as to all Seller Entities and all Properties (the “Aggregate Cap”); and (v) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller Contract Agent prior to the expiration of the applicable Survival Period and an action shall have been commenced by Purchaser against Seller within thirty (30) days after the end expiration of the applicable Survival Period. Notwithstanding anything herein to the contrary, but subject to Section 6.2, in no event shall Seller’s aggregate liability to Purchaser under this Agreement, including, without limitation, liability for breach of any representation or warranty of Seller in this Agreement, exceed 3% of the Purchase Price (the “Cap”). For purposes of clarityhereof, any breach Purchaser shall be subject deemed to both the Property Level Cap and the Aggregate Cap. 5.3.3 In the event that any Tenant Estoppel delivered to Purchaser with respect to any Assigned Lease shall contain any statement have actual knowledge of fact, information or other matter which is materially inconsistent with all matters disclosed: (a) by the Due Diligence Information provided (it being agreed that Purchaser shall be deemed to have actual knowledge of any document/certificate/report/information emailed to it as of the date sent, or uploaded to the Datasite as of the date of its upload); (b) by any inspections or investigations conducted by Purchaser or matters stated in Seller Representations, the Tenant Estoppel shall control and no Seller Entity shall have any liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained its Representatives; (c) in the Tenant Estoppel. Notwithstanding anything to Ground Lessee’s existing title insurance policy, any existing survey of the contrary contained Property and any title commitment ordered by Purchase; (d) in this Agreement, no Seller Entity agrees, represents ; or warrants, nor is there (e) in any condition documents delivered pursuant to closing, that: (i) any particular Existing Lease or any New Lease shall be in force or effect the terms hereof at Closing, including the Rent Roll. 5.3.3 Each of CIM Fund VIII, L.P. and CIM Fund VIII (iiParellel-1), L.P., each a Delaware limited partnership and indirect owners of Seller (each, a “Guarantor” and collectively, “Guarantors”), is executing this Agreement for the purpose of agreeing to be jointly and severally liable with Seller for any breach of Seller’s representations and warranties set forth in Section 5.1 above, subject to the time and amount limitations provided in this Section 5.3. For the avoidance of doubt, Purchaser expressly understands, acknowledges and agrees that the total joint and several liability of Seller and Guarantors pursuant to this Section 5.3 (together with any other joint and several liability of Seller and Guarantors limited by the Cap in this Agreement) any Tenant will have performed their obligations thereunder or (iiicollectively, the “Cap Liability Provisions”) any Tenant will shall not exceed the Cap, and Purchaser shall not be entitled to obtain payment from Seller and/or Guarantors pursuant to the subject of bankruptcy proceedingsCap Liability Provisions in a total amount that is greater than the Cap. 5.3.4 For purposes hereof, references to any facts being “known to Purchaser” The provisions of this Section 5.3 shall mean that such facts are actually known to Xxxxx Xxxxxxx or Xxxxxx Xxxxsurvive the Closing.

Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of each Seller Entity set forth in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) 5.1 hereof shall survive Closing for a period of one hundred eighty nine (1809) days months (the “Survival Period”). Seller Entity will not take . 5.3.2 Notwithstanding any action that would cause any of the Seller Representations to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: (i) occurs between the Effective Date and the Closing Date (other than a change resulting from an action taken by a Seller Entity’s default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement), (iii) is expressly permitted under the terms provision of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3or any document delivered in connection herewith, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is beyond the reasonable control of a Seller Entity to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If and to the extent that any of the Seller Representations are rendered untrue or incorrect as a result of a breach by a Seller Entity of this Agreement, Purchaser shall be entitled to all of the rights and remedies set forth in Section 6.2. If, despite changes or other matters described in the Bring-Down Certificate, the Closing occurs, the Seller Representations shall be deemed to have been modified by all statements made in such certificate. Notwithstanding anything to the contrary contained in this Agreement, Seller may update the Seller Representations (including by way of the Bring-Down Certificate) for actions permitted by, and taken expressly in accordance with, Sections 5.4.3, 5.4.4 and 5.4.5 and such updated Seller Representations shall not: (x) constitute the non-fulfillment of the condition set forth in Section 4.6.2; or (y) otherwise give rise to a right in favor of Purchaser to terminate this Agreement under Section 4.6.2, this Section 5.3.1, or otherwise under this Agreement. 5.3.2 No claim for a breach of any representation or warranty of Seller Representation shall be actionable or payable: payable (i) if the breach in question results from or is based on a condition, state of facts or other matter of which was known to Purchaser had actual knowledge prior to Closing, (ii) unless the valid claims for all such breaches (including, without limitation, all attorneys’ fees and court costs) collectively aggregate more than Twenty Five Thousand and No/100 Dollars ($25,000.00) 300,000 (the “BasketDeductible”), in which event only the full amount in excess of such claims the Deductible shall be actionable, actionable or (iii) as to a breach with respect to any one Seller Entity or any one Property to the extent such claims shall exceed in the aggregate the greater of (the “Property Level Cap”): (A) one and one-half percent (1.5%) of the Allocated Purchase Price for the Property in question; or (B) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); (iv) to the extent such breach (when aggregated with any and all other breaches) exceed in aggregate One Million Seven Hundred Thousand and No/100 Dollars ($1,700,000.00) as to all Seller Entities and all Properties (the “Aggregate Cap”); and (v) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller Contract Agent prior to the expiration of the applicable Survival Period and an action shall have been commenced by Purchaser against Seller within thirty (30) days after the end expiration of the applicable Survival Period. Notwithstanding anything herein to the contrary, but subject to Section 6.3, in no event shall Seller’s aggregate liability to Purchaser under this Agreement, including, without limitation, liability for breach of any representation or warranty of Seller in this Agreement, exceed 3% of the Purchase Price (the “Cap”). For purposes of clarityhereof, any breach Purchaser shall be subject deemed to both the Property Level Cap and the Aggregate Cap. 5.3.3 In the event that any Tenant Estoppel delivered to Purchaser with respect to any Assigned Lease shall contain any statement have actual knowledge of fact, information or other matter which is materially inconsistent with all matters disclosed: (a) by the Due Diligence Information provided (it being agreed that Purchaser shall be deemed to have actual knowledge of any document/certificate/report/information emailed to it as of the date sent, or uploaded to the Datasite as of the date of its upload); (b) by any inspections or investigations conducted by Purchaser or matters stated in Seller Representations, the Tenant Estoppel shall control and no Seller Entity shall have any liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained its Representatives; (c) in the Tenant Estoppel. Notwithstanding anything to Fee Owner’s existing title insurance policy, any existing survey of the contrary contained Property and any title commitment ordered by Purchase; (d) in this Agreement, no Seller Entity agrees, represents ; or warrants, nor is there (e) in any condition documents delivered pursuant to closing, that: (i) any particular Existing Lease or any New Lease shall be in force or effect the terms hereof at Closing, including the Rent Roll. 5.3.3 Each of CIM Fund VIII, L.P. and CIM Fund VIII (iiParellel-1), L.P., each a Delaware limited partnership and indirect owners of Seller (each, a “Guarantor” and collectively, “Guarantors”), is executing this Agreement for the purpose of agreeing to be jointly and severally liable with Seller for any breach of Seller’s representations and warranties set forth in Section 5.1 above, subject to the time and amount limitations provided in this Section 5.3. For the avoidance of doubt, Purchaser expressly understands, acknowledges and agrees that the total joint and several liability of Seller and Guarantors pursuant to this Section 5.3 (together with any other joint and several liability of Seller and Guarantors limited by the Cap in this Agreement) any Tenant will have performed their obligations thereunder or (iiicollectively, the “Cap Liability Provisions”) any Tenant will shall not exceed the Cap, and Purchaser shall not be entitled to obtain payment from Seller and/or Guarantors pursuant to the subject of bankruptcy proceedingsCap Liability Provisions in a total amount that is greater than the Cap. 5.3.4 For purposes hereof, references to any facts being “known to Purchaser” The provisions of this Section 5.3 shall mean that such facts are actually known to Xxxxx Xxxxxxx or Xxxxxx Xxxxsurvive the Closing.

Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of each Seller Entity set forth in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) 5.1 hereof shall survive Closing for a period of one hundred eighty nine (1809) days months (the “Survival Period”). Seller Entity will not take . 5.3.2 Notwithstanding any action that would cause any of the Seller Representations to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: (i) occurs between the Effective Date and the Closing Date (other than a change resulting from an action taken by a Seller Entity’s default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement), (iii) is expressly permitted under the terms provision of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3or any document delivered in connection herewith, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is beyond the reasonable control of a Seller Entity to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If and to the extent that any of the Seller Representations are rendered untrue or incorrect as a result of a breach by a Seller Entity of this Agreement, Purchaser shall be entitled to all of the rights and remedies set forth in Section 6.2. If, despite changes or other matters described in the Bring-Down Certificate, the Closing occurs, the Seller Representations shall be deemed to have been modified by all statements made in such certificate. Notwithstanding anything to the contrary contained in this Agreement, Seller may update the Seller Representations (including by way of the Bring-Down Certificate) for actions permitted by, and taken expressly in accordance with, Sections 5.4.3, 5.4.4 and 5.4.5 and such updated Seller Representations shall not: (x) constitute the non-fulfillment of the condition set forth in Section 4.6.2; or (y) otherwise give rise to a right in favor of Purchaser to terminate this Agreement under Section 4.6.2, this Section 5.3.1, or otherwise under this Agreement. 5.3.2 No claim for a breach of any representation or warranty of Seller Representation shall be actionable or payable: payable (i) if the breach in question results from or is based on a condition, state of facts or other matter of which was known to Purchaser had actual knowledge prior to Closing, (ii) unless the valid claims for all such breaches (including, without limitation, all attorneys’ fees and court costs) collectively aggregate more than Twenty Five Thousand and No/100 Dollars ($25,000.00) 300,000 (the “BasketDeductible”), in which event only the full amount in excess of such claims the Deductible shall be actionable, actionable or (iii) as to a breach with respect to any one Seller Entity or any one Property to the extent such claims shall exceed in the aggregate the greater of (the “Property Level Cap”): (A) one and one-half percent (1.5%) of the Allocated Purchase Price for the Property in question; or (B) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); (iv) to the extent such breach (when aggregated with any and all other breaches) exceed in aggregate One Million Seven Hundred Thousand and No/100 Dollars ($1,700,000.00) as to all Seller Entities and all Properties (the “Aggregate Cap”); and (v) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller Contract Agent prior to the expiration of the applicable Survival Period and an action shall have been commenced by Purchaser against Seller within thirty (30) days after the end expiration of the applicable Survival Period. Notwithstanding anything herein to the contrary, but subject to Section 6.2, in no event shall Seller’s aggregate liability to Purchaser under this Agreement, including, without limitation, liability for breach of any representation or warranty of Seller in this Agreement, exceed 3% of the Purchase Price (the “Cap”). For purposes of clarityhereof, any breach Purchaser shall be subject deemed to both the Property Level Cap and the Aggregate Cap. 5.3.3 In the event that any Tenant Estoppel delivered to Purchaser with respect to any Assigned Lease shall contain any statement have actual knowledge of fact, information or other matter which is materially inconsistent with all matters disclosed: (a) by the Due Diligence Information provided (it being agreed that Purchaser shall be deemed to have actual knowledge of any document/certificate/report/information emailed to it as of the date sent, or uploaded to the Datasite as of the date of its upload); (b) by any inspections or investigations conducted by Purchaser or matters stated in Seller Representations, the Tenant Estoppel shall control and no Seller Entity shall have any liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained its Representatives; (c) in the Tenant Estoppel. Notwithstanding anything to Fee Owner’s existing title insurance policy, any existing survey of the contrary contained Property and any title commitment ordered by Purchase; (d) in this Agreement, no Seller Entity agrees, represents ; or warrants, nor is there (e) in any condition documents delivered pursuant to closing, that: (i) any particular Existing Lease or any New Lease shall be in force or effect the terms hereof at Closing, including the Rent Roll. 5.3.3 Each of CIM Fund VIII, L.P. and CIM Fund VIII (iiParellel-1), L.P., each a Delaware limited partnership and indirect owners of Seller (each, a “Guarantor” and collectively, “Guarantors”), is executing this Agreement for the purpose of agreeing to be jointly and severally liable with Seller for any breach of Seller’s representations and warranties set forth in Section 5.1 above, subject to the time and amount limitations provided in this Section 5.3. For the avoidance of doubt, Purchaser expressly understands, acknowledges and agrees that the total joint and several liability of Seller and Guarantors pursuant to this Section 5.3 (together with any other joint and several liability of Seller and Guarantors limited by the Cap in this Agreement) any Tenant will have performed their obligations thereunder or (iiicollectively, the “Cap Liability Provisions”) any Tenant will shall not exceed the Cap, and Purchaser shall not be entitled to obtain payment from Seller and/or Guarantors pursuant to the subject of bankruptcy proceedingsCap Liability Provisions in a total amount that is greater than the Cap. 5.3.4 For purposes hereof, references to any facts being “known to Purchaser” The provisions of this Section 5.3 shall mean that such facts are actually known to Xxxxx Xxxxxxx or Xxxxxx Xxxxsurvive the Closing.

Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge”, “to the best of Seller’s actual knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxx X. Xxxxx, Xx. in his capacity as Asset Manager and Vice President of FSP Property Management LLC, and not individually, without any obligation on such individual’s part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. If Buyer becomes aware prior to the Closing that any representation or warranty hereunder is untrue, or any covenant or condition to Closing has not been fulfilled or satisfied (if not otherwise waived by Buyer), and Buyer nonetheless proceeds to close on the purchase of the Property, then Buyer shall be deemed to have irrevocably and absolutely waived, relinquished and released all rights and claims against Seller for any damage or loss arising out of or resulting from such untrue representation or warranty or such unfulfilled or unsatisfied covenant or condition. If Buyer discovers that any of these representations and warranties of each Seller Entity in this Agreement (including Section 5.1) or are inaccurate in any document delivered in connection with this Agreement (collectivelymaterial respect prior to the Closing, the “Seller Representations”) Buyer’s sole and exclusive remedy, waiving all other remedies, shall survive Closing for a period of one hundred eighty (180) days (the “Survival Period”). Seller Entity will not take any action that would cause any of the Seller Representations be either to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: (i) occurs between terminate this Agreement by giving notice to Seller prior to the Effective Date of Closing or (ii) waive such representation and warranty in its entirety and proceed to the Closing. If Buyer terminates this Agreement under this Section 3.12, the Deposit shall be returned to Buyer and the Closing Date (other than a change resulting from an action taken parties shall have no further rights, liabilities or obligations under this Agreement. If Buyer does not discover that any express representation or warranty set forth in this Section 3.12 has been breached by a Seller Entity’s default until after Closing, Buyer shall have the right to pursue Seller for damages, subject, however to the limitation on the liability of an express obligation Seller set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement), (iii) is expressly permitted under the terms of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is beyond the reasonable control of a Seller Entity to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If and to the extent that any of the Seller Representations are rendered untrue or incorrect as a result of a breach by a Seller Entity of this Agreement, Purchaser shall be entitled to all of the rights and remedies set forth in Section 6.2. If, despite changes or other matters described in the Bring-Down Certificate, the Closing occurs, the Seller Representations shall be deemed to have been modified by all statements made in such certificate. Notwithstanding anything to the contrary contained in this Agreement, Seller may update the Seller Representations (including by way of the Bring-Down Certificate) for actions permitted by, and taken expressly in accordance with, Sections 5.4.3, 5.4.4 and 5.4.5 and such updated Seller Representations shall not: (x) constitute the non-fulfillment of the condition set forth in Section 4.6.2; or (y) otherwise give rise to a right in favor of Purchaser to terminate this Agreement under Section 4.6.2, this Section 5.3.1, or otherwise under this Agreement. 5.3.2 No claim for a breach of any Seller Representation shall be actionable or payable: (i) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (ii) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand and No/100 Dollars ($25,000.00) (the “Basket”), in which event the full amount of such claims shall be actionable, (iii) as to a breach with respect to any one Seller Entity or any one Property to the extent such claims shall exceed in the aggregate the greater of (the “Property Level Cap”): (A) one and one-half percent (1.5%) of the Allocated Purchase Price for the Property in question; or (B) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); (iv) to the extent such breach (when aggregated with any and all other breaches) exceed in aggregate One Million Seven Hundred Thousand and No/100 Dollars ($1,700,000.00) as to all Seller Entities and all Properties (the “Aggregate Cap”); and (v) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller Contract Agent prior to the expiration of the Survival Period and an action shall have been commenced by Purchaser against Seller within thirty days after the end of the Survival Period. For purposes of clarity, any breach shall be subject to both the Property Level Cap and the Aggregate Cap. 5.3.3 In the event that any Tenant Estoppel delivered to Purchaser with respect to any Assigned Lease shall contain any statement of fact, information or other matter which is materially inconsistent with the Due Diligence Information provided to Purchaser or matters stated in Seller Representations, the Tenant Estoppel shall control and no Seller Entity shall have any liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained in the Tenant Estoppel. Notwithstanding anything to the contrary contained in this Agreement, no Seller Entity agrees, represents or warrants, nor is there any condition to closing, that: (i) any particular Existing Lease or any New Lease shall be in force or effect at Closing, (ii) any Tenant will have performed their obligations thereunder or (iii) any Tenant will not be the subject of bankruptcy proceedings. 5.3.4 For purposes hereof, references to any facts being “known to Purchaser” shall mean that such facts are actually known to Xxxxx Xxxxxxx or Xxxxxx Xxxx.

Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of each Seller Entity in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) shall survive Closing for a period of one hundred eighty (1801) days year (the “Survival Period”). Seller Entity will not take any action that would cause any of the Seller Representations to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: that (i) occurs between the Effective Date and the Closing Date (other than a change resulting from an action taken by a Seller Entitythe Seller’s breach or default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement)Closing, (iii) is expressly permitted under the terms of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3Agreement, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is not expressly permitted hereunder or is beyond the reasonable control of a Seller Entity to prevent shall shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If and to the extent that any of the Seller Representations are rendered untrue or incorrect as a result of a breach by a Seller Entity of this Agreement, Purchaser shall be entitled to all of the rights and remedies set forth in Section 6.2. If, despite changes or other matters described in the Bring-Down Certificate, the Closing occurs, the Seller Representations shall be deemed to have been modified by all statements made in such certificate. Notwithstanding anything to the contrary contained in this Agreement, Seller may update the Seller Representations (including by way of the Bring-Down Certificate) for actions permitted by, and taken expressly in accordance with, Sections 5.4.3, 5.4.4 and 5.4.5 and such updated Seller Representations shall not: (x) constitute the non-fulfillment of the condition set forth in Section 4.6.2; or (y) otherwise give rise to a right in favor of Purchaser to terminate this Agreement under Section 4.6.2, this Section 5.3.1, or otherwise under this Agreement. 5.3.2 No claim for a breach of any Seller Representation shall be actionable or payable: (i) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (ii) unless the valid claims for all such breaches collectively aggregate more than Twenty Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the “Basket”), in which event the full amount of such claims shall be actionable, (iii) as to a breach with respect to any one Seller Entity or any one Property to the extent such claims shall exceed in the aggregate the greater of (the “Property Level Cap”): (A) one and one-half percent (1.5%) of the Allocated Purchase Price for the Property in question; or (B) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); (iv) to the extent such breach (when aggregated with any and all other breaches) exceed in aggregate One Million Seven Hundred Thousand and No/100 Dollars ($1,700,000.00100,000.00) as to all Seller Entities and all Properties (the “Aggregate Cap”); ) and (viv) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller Contract Agent prior to the expiration of the Survival Period and an action shall have been commenced by Purchaser against Seller within thirty days after the end of the Survival Period. For purposes of clarityPurchaser agrees to first seek recovery under any insurance policies, any breach prior to seeking recovery from Seller, and Seller shall not be subject to both the Property Level Cap and the Aggregate Cap. 5.3.3 In the event that any Tenant Estoppel delivered liable to Purchaser with respect to any Assigned Lease shall contain any statement of fact, information or other matter which if Purchaser’s claim is materially inconsistent with the Due Diligence Information provided to Purchaser or matters stated in Seller Representations, the Tenant Estoppel shall control and no Seller Entity shall have any liability for any claim based upon a breach of representation regarding satisfied from such statement of fact, information or other matter contained in the Tenant Estoppel. Notwithstanding anything to the contrary contained in this Agreement, no Seller Entity agrees, represents or warrants, nor is there any condition to closing, that: (i) any particular Existing Lease or any New Lease shall be in force or effect at Closing, (ii) any Tenant will have performed their obligations thereunder or (iii) any Tenant will not be the subject of bankruptcy proceedingssources. 5.3.4 For purposes hereof, references to any facts being “known to Purchaser” shall mean that such facts are actually known to Xxxxx Xxxxxxx or Xxxxxx Xxxx.