Common use of No Rights to Purchase Clause in Contracts

No Rights to Purchase. Except for this Agreement, Contributor has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property except for Tenant pursuant to the terms of the Lease. As used herein the phrase “Contributor’s knowledge” or “knowledge of Contributor” or any deviation thereof shall mean the current actual knowledge of Xxxxxxx X. Xxxxx, the Senior Vice President of Xxxxxxxx Development Group, Inc., the Manager of Contributor, which Contributor hereby represents and warrants to GIPLP is the person on behalf of the Contributor with primary responsibility for the Property and who is in a position to have knowledge of the matters being represented and warranted herein by Contributor. All representations and warranties made in this Agreement by Contributor shall survive the Closing for a period of eighteen (18) months (the “Limitation Period”), and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP gives Contributor written notice prior to the expiration of said eighteen (18) month period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation with respect to acts involving an actual fraud or intentional misrepresentation on behalf of Contributor. If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP makes a claim against Contributor with regard to a representation or warranty which expressly survives Closing, and (b) GIPLP obtains a final and non-appealable judgment against Contributor which remains unpaid for a period of thirty (30) days, then Contributor agrees that GIPLP shall have the right to trace the Contribution Consideration to the extent necessary to satisfy such claim. Contributor acknowledges and agrees that GIPLP has relied and has the right to rely upon the foregoing in connection with GIPLP’s consummation of the transaction set forth in this Agreement. Subject to the immediately preceding paragraph, Contributor hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLP) and hold harmless GIPLP and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) (i) which may be asserted against or suffered by GIPLP or the Property after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of Contributor made herein or in any instrument or document delivered by Contributor pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by GIPLP arising out of or resulting from any matter pertaining to the operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing). Subject to the following provisions of this paragraph, the representations and warranties made in Section 4.1 of this Agreement by Contributor shall be continuing and shall be deemed remade in all material respects by Contributor as of the Closing Date, with the same force and effect as if made on, and as of, such date. If prior to the Closing, Contributor or GIPFL first obtains knowledge that any of the representations or warranties made herein by Contributor are untrue, inaccurate or incorrect in any material respect, such party shall promptly give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In such event, Contributor shall have the obligation to use commercially reasonable efforts to attempt to cure such misrepresentation or breach and shall, at its option, be entitled to extend the Closing Date for a reasonable period of time (not to exceed 30 days) for the purpose of such cure. If Contributor is unable to so cure any such misrepresentation or breach of warranty, GIPLP, shall elect either (i) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated hereby without any reduction of or credit against the Contribution Amount, or (ii) to terminate this Agreement in its entirety by written notice given to Contributor and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Contributor shall not be liable under this Section 4.1 or Section 8.2 for any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) due to any inaccuracy in or breach of any of the representations or warranties contained in this Agreement if GIPLP had knowledge of such inaccuracy or breach prior to the Closing and GIPLP elected to close the transaction notwithstanding such knowledge. Notwithstanding any of the foregoing terms conditions of this Section 4.1 to the contrary, the right of GIPLP to terminate this Agreement upon the failure of Contributor to cure any misrepresentation or breach of warranty as provided herein shall not be deemed to limit GIPLP’s rights and remedies to which GIPLP might otherwise be entitled for an intentional or willful breach of Contributor’s material representations and warranties. At or before the end of the Inspection Period, GIPLP will have approved the physical and environmental characteristics and condition of the Property, as well as the economic characteristics of the Property. Except as provided elsewhere in this Agreement, GIPLP hereby waives any and all defects in the physical, environmental and economic characteristics and condition of the Property which would be disclosed by such inspection. GIPLP further acknowledges that neither Contributor nor any of Contributor’s officers or directors, nor Contributor’s employees, agents, representatives, or any other person or entity acting on behalf of Contributor, except as otherwise expressly provided in Section 4.1 hereof, have made any representations, warranties or agreements (express or implied) by or on behalf of Contributor as to any matters concerning the Property, the economic results to be obtained or predicted, or the present use thereof or the suitability for GIPLP’s intended use of the Property. GIPLP acknowledges and agrees that the Property is to be purchased, conveyed and accepted by GIPLP in its present condition, “as is” and that no patent or latent defect in the physical or environmental condition of the Property whether or not known or discovered, shall affect the rights of either party hereto unless the existence of an environmental condition is a breach of Contributor’s representations and warranties set forth in this Section 4.1.

No Rights to Purchase. Except for this Agreement, Contributor has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property except for Tenant pursuant to the terms of the Lease. As used herein the phrase “Contributor’s knowledge” or “knowledge The representations and warranties made in Section 4.1 of Contributor” or any deviation thereof this Agreement by Contributor shall mean the current actual knowledge of Xxxxxxx X. Xxxxx, the Senior Vice President of Xxxxxxxx Development Group, Inc., the Manager of Contributor, which be continuing and shall be deemed remade in all material respects by Contributor hereby represents and warrants to GIPLP is the person on behalf as of the Contributor Closing Date, with primary responsibility for the Property same force and who is in a position to have knowledge of the matters being represented effect as if made on, and warranted herein by Contributoras of, such date. All representations and warranties made in this Agreement by Contributor shall survive the Closing for a period of eighteen three (183) months years (the “Limitation Period”), and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP gives Contributor written notice prior to the expiration of said eighteen three (183) month year period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation with respect to acts involving an actual fraud or intentional misrepresentation on behalf of Contributor. If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP makes a claim against Contributor with regard to a representation or warranty which expressly survives Closing, and (b) GIPLP obtains a final and non-appealable judgment against Contributor which remains unpaid for a period of thirty (30) days, then Contributor agrees that GIPLP shall have the right to trace the Contribution Consideration to the extent necessary to satisfy such claim. Contributor acknowledges and agrees that GIPLP has relied and has the right to rely upon the foregoing in connection with GIPLP’s consummation of the transaction set forth in this Agreement. Subject to the immediately preceding paragraph, Contributor hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLP) and hold harmless GIPLP and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) (i) which may be asserted against or suffered by GIPLP or the Property after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of Contributor made herein or in any instrument or document delivered by Contributor pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by GIPLP arising out of or resulting from any matter pertaining to the operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing). Subject to the following provisions of this paragraph, the representations and warranties made in Section 4.1 of this Agreement by Contributor shall be continuing and shall be deemed remade in all material respects by Contributor as of the Closing Date, with the same force and effect as if made on, and as of, such date. If prior to the Closing, Contributor or GIPFL first obtains knowledge that any of the representations or warranties made herein by Contributor are untrue, inaccurate or incorrect in any material respect, such party shall promptly give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In such event, Contributor shall have the obligation to use commercially reasonable efforts to attempt to cure such misrepresentation or breach and shall, at its option, be entitled to extend the Closing Date for a reasonable period of time (not to exceed 30 days) for the purpose of such cure. If Contributor is unable to so cure any such misrepresentation or breach of warranty, GIPLP, shall elect either (i) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated hereby without any reduction of or credit against the Contribution Amount, or (ii) to terminate this Agreement in its entirety by written notice given to Contributor and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Contributor shall not be liable under this Section 4.1 or Section 8.2 for any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) due to any inaccuracy in or breach of any of the representations or warranties contained in this Agreement if GIPLP had knowledge of such inaccuracy or breach prior to the Closing and GIPLP elected to close the transaction notwithstanding such knowledge. Notwithstanding any of the foregoing terms conditions of this Section 4.1 to the contrary, the right of GIPLP to terminate this Agreement upon the failure of Contributor to cure any misrepresentation or breach of warranty as provided herein shall not be deemed to limit GIPLP’s rights and remedies to which GIPLP might otherwise be entitled for an intentional or willful breach of Contributor’s material representations and warranties. At or before the end of the Inspection Period, GIPLP will have approved the physical and environmental characteristics and condition of the Property, as well as the economic characteristics of the Property. Except as provided elsewhere in this Agreement, GIPLP hereby waives any and all defects in the physical, environmental and economic characteristics and condition of the Property which would be disclosed by such inspection. GIPLP further acknowledges that neither Contributor nor any of Contributor’s officers or directors, nor Contributor’s employees, agents, representatives, or any other person or entity acting on behalf of Contributor, except as otherwise expressly provided in Section 4.1 hereof, have made any representations, warranties or agreements (express or implied) by or on behalf of Contributor as to any matters concerning the Property, the economic results to be obtained or predicted, or the present use thereof or the suitability for GIPLP’s intended use of the Property. GIPLP acknowledges and agrees that the Property is to be purchased, conveyed and accepted by GIPLP in its present condition, “as is” and that no patent or latent defect in the physical or environmental condition of the Property whether or not known or discovered, shall affect the rights of either party hereto unless the existence of an environmental condition is a breach of Contributor’s representations and warranties set forth in this Section 4.1.

No Rights to Purchase. Except for this Agreement, Contributor Seller has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property except for Tenant pursuant (other than to lease any portion of the Property in accordance with the Leases) that is currently in effect. All references in this Section to the terms “knowledge of the Lease. As used herein the phrase Seller” or “Contributorto Seller’s knowledge” or “knowledge any words of Contributor” or any deviation thereof similar import shall mean refer only to the current actual knowledge of Xxxxxxx X. Xxxxxx Xxxxxx-Xxxxxx, Xxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx and/or Xxx Xxxxxxxxxx, who have been actively involved in the Senior Vice President management of Xxxxxxxx Development Group, Inc., the Manager of Contributor, which Contributor hereby represents and warrants to GIPLP is the person on behalf Seller’s business in respect of the Contributor with primary responsibility for Property. There shall be no personal liability on the Property and who is in a position to have knowledge part of the matters being represented and warranted individuals named above arising out of any representations or warranties made herein by Contributoror otherwise. All representations and warranties made in this Agreement by Contributor Seller shall survive the Closing for a period of eighteen one (181) months (the “Limitation Period”)year, and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP Purchaser gives Contributor Seller written notice prior to the expiration of said eighteen one (181) month year period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation with respect to acts involving an actual fraud or intentional misrepresentation on behalf of Contributor. If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP makes a claim against Contributor with regard to a representation or warranty which expressly survives Closing, and (b) GIPLP obtains a final and non-appealable judgment against Contributor which remains unpaid for a period of thirty (30) days, then Contributor agrees that GIPLP shall have the right to trace the Contribution Consideration to the extent necessary to satisfy such claim. Contributor acknowledges and agrees that GIPLP has relied and has the right to rely upon the foregoing in connection with GIPLP’s consummation of the transaction set forth in this Agreement. Subject to the immediately preceding paragraph, Contributor Seller hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLPPurchaser) and hold harmless GIPLP Purchaser and its subsidiaries, affiliatesAffiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) (i) which may be asserted against or suffered by GIPLP Purchaser or the Property after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of Contributor Seller made herein or in any instrument or document delivered by Contributor Seller pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by GIPLP Purchaser arising out of or resulting from any matter pertaining to the operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing) (“Seller Indemnifiable Damages”). Subject Notwithstanding the foregoing, the Seller shall not be responsible for Seller Indemnifiable Damages hereunder, and the Purchaser shall not be entitled to collect Seller Indemnifiable Damages hereunder from the Seller, until the Purchaser, in the aggregate, has incurred Seller Indemnifiable Damages for a claim or claims hereunder in an aggregate amount of at least Two Hundred Thousand and No/100 Dollars ($200,000.00), in which event the Purchaser shall be entitled to collect only Seller Indemnifiable Damages incurred hereunder in excess of such amount. Notwithstanding anything to the following provisions of contrary contained in this paragraphAgreement, the representations maximum aggregate liability of Seller following the Closing, under this Agreement, any documents executed and warranties made in Section 4.1 of this Agreement delivered by Contributor shall be continuing and shall be deemed remade in all material respects by Contributor as of Seller at the Closing Date(except the Miami Herald Lease, with the same force Guaranty and effect as if made onthe Property Management Agreement), and as of, such date. If prior to the Closing, Contributor or GIPFL first obtains knowledge that a result of any of the representations or warranties made herein by Contributor are untrue, inaccurate or incorrect in any material respect, such party shall promptly give the other party written notice thereof within five Seller Certificate (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closingas hereinafter defined). In such event, Contributor shall have the obligation to use commercially reasonable efforts to attempt to cure such misrepresentation or breach and shall, at its option, be entitled to extend the Closing Date for a reasonable period of time (not to exceed 30 days) for the purpose of such cure. If Contributor is unable to so cure any such misrepresentation or breach of warranty, GIPLP, shall elect either not exceed the aggregate amount of Five Million and No/100 Dollars (i$5,000,000.00); provided that the cap on Seller Indemnifiable Damages identified in this sentence and the one (1) to waive such misrepresentations or breaches of representations and warranties and consummate year survivability period referenced in the transaction contemplated hereby without any reduction of or credit against the Contribution Amount, or (ii) to terminate this Agreement in its entirety by written notice given to Contributor and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Contributor foregoing paragraph shall not be liable under this Section 4.1 or Section 8.2 for apply to any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) due arising from or related to a) the Siffin Litigation and the indemnification provided in Section 11.13 of this Agreement, b) any inaccuracy failure of Seller’s representation and warranty given in Section 4.1(e)(viii) of this Agreement, c) any failure or breach neglect by Seller to pay the $84,596.85 termination fee required pursuant to that certain Memorandum of Understanding Related to Agreement between Metropolitan Dade County and Xxxxxx-Xxxxxx, Inc. to Design and Construct the Herald Plaza Metromover Station dated December 13, 1996, d) any fines, costs or other sums required to be paid or any repairs or alterations required to be made to the Property and improvements located thereon as a result of that certain inspection evidenced by that certain City of Miami General Fire Evacuation Drill Report dated December 7, 2010, e) the indemnifications of Seller pursuant to Section 6.1(d) of this Agreement, f) any failure of Seller’s representation and warranty given in Section 4.1(f) or Section 10.1 of this Agreement or (g) any fines, costs, fees, expenses or other sums required to be paid or any repairs, replacements or alterations, required or ordered to be made to the Property and the improvements located thereon as a result of the representations Forty-Year Recertification required for the three-story historical retail building located on Parcel 3 of the Land (the “Boulevard Shops”) and any fines, costs, fees, expenses or warranties contained in this Agreement if GIPLP had knowledge of other sums resulting from Seller’s failure to timely file such inaccuracy or breach Forty-Year Recertification prior to the Closing deadline therefor and GIPLP elected to close any professional fees and costs incurred in connection with the transaction notwithstanding such knowledge. Notwithstanding any preparation, submission and completion of the Forty-Year Recertification. Without limiting the foregoing terms conditions indemnification obligation of Seller and subject to applicable laws and regulations, Purchaser will consult with Seller in connection with the completion of the Forty-Year Recertification with respect to the Boulevard Shops with the goal of attempting to minimize indemnified costs relating to the remediation of the Boulevard Shops in accordance with such Forty-Year Recertification. This Section 4.1 shall survive the Closing or any earlier termination of this Section 4.1 to the contrary, the right of GIPLP to terminate this Agreement upon the failure of Contributor to cure any misrepresentation or breach of warranty as provided herein shall not be deemed to limit GIPLP’s rights and remedies to which GIPLP might otherwise be entitled for an intentional or willful breach of Contributor’s material representations and warranties. At or before the end of the Inspection Period, GIPLP will have approved the physical and environmental characteristics and condition of the Property, as well as the economic characteristics of the Property. Except as provided elsewhere in this Agreement, GIPLP hereby waives any and all defects in the physical, environmental and economic characteristics and condition of the Property which would be disclosed by such inspection. GIPLP further acknowledges that neither Contributor nor any of Contributor’s officers or directors, nor Contributor’s employees, agents, representatives, or any other person or entity acting on behalf of Contributor, except as otherwise expressly provided in Section 4.1 hereof, have made any representations, warranties or agreements (express or implied) by or on behalf of Contributor as to any matters concerning the Property, the economic results to be obtained or predicted, or the present use thereof or the suitability for GIPLP’s intended use of the Property. GIPLP acknowledges and agrees that the Property is to be purchased, conveyed and accepted by GIPLP in its present condition, “as is” and that no patent or latent defect in the physical or environmental condition of the Property whether or not known or discovered, shall affect the rights of either party hereto unless the existence of an environmental condition is a breach of Contributor’s representations and warranties set forth in this Section 4.1.

No Rights to Purchase. Except for this Agreement, Contributor Seller has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property except for Tenant pursuant to (other than the terms Right of First Offer). The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed remade in all material respects by Seller as of the Lease. As used herein Closing Date, with the phrase “Contributor’s knowledge” or “knowledge of Contributor” or any deviation thereof shall mean the current actual knowledge of Xxxxxxx X. Xxxxxsame force and effect as if made on, the Senior Vice President of Xxxxxxxx Development Groupand as of, Inc., the Manager of Contributor, which Contributor hereby represents and warrants to GIPLP is the person on behalf of the Contributor with primary responsibility for the Property and who is in a position to have knowledge of the matters being represented and warranted herein by Contributorsuch date. All representations and warranties made in this Agreement by Contributor Seller shall survive the Closing for a period of eighteen one (18I) months year (the “Limitation Period”), and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP Purchaser gives Contributor Seller written notice prior to the expiration of said eighteen one (18I) month year period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation with respect to acts involving an actual fraud or intentional misrepresentation on behalf of ContributorSeller. If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP Purchaser makes a claim against Contributor Seller with regard to a representation or warranty which expressly survives Closing, and (b) GIPLP Purchaser obtains a final and non-appealable judgment against Contributor Seller which remains unpaid for a period of thirty (30) days, then Contributor Seller agrees that GIPLP Purchaser shall have the right to trace the Contribution Consideration Purchase Price to the extent necessary to satisfy such claim. Contributor Seller acknowledges and agrees that GIPLP Purchaser has relied and has the right to rely upon the foregoing in connection with GIPLPPurchaser’s consummation of the transaction set forth in this Agreement. Subject to the immediately preceding paragraphparagraph and the last paragraph of this Section 4.I, Contributor Seller hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLPPurchaser) and hold harmless GIPLP Purchaser and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) (i) which may be asserted against or suffered by GIPLP Purchaser or the Property after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of Contributor Seller made herein or in any instrument or document delivered by Contributor Seller pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by GIPLP Purchaser arising out of or resulting from any matter pertaining to the operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing). Subject to the following provisions For purposes of this paragraphSection 4.1, Seller’s knowledge means the representations current, actual knowledge of Jxx Xxxxxx without duty of inquiry or investigation and warranties made in Section 4.1 of this Agreement by Contributor does not include knowledge imputed to Seller from any other person or entity. In no event shall be continuing and shall be deemed remade in all material respects by Contributor as of the Closing Date, with the same force and effect as if made on, and as of, such datesaid person have any personal liability hereunder. If prior to the Closing, Contributor Seller or GIPFL Purchaser first obtains knowledge that any of the representations or warranties made herein by Contributor Seller are untrue, inaccurate or incorrect in any material respect, such party shall promptly immediately give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In such event, Contributor Seller shall have the obligation to use commercially reasonable efforts to attempt to cure such misrepresentation or breach and shall, at its option, be entitled to extend the Closing Date for a reasonable period of time (not to exceed 30 days) for the purpose of such cure. If Contributor Seller is unable to so cure any such misrepresentation or breach of warranty, GIPLPPurchaser, as its sole remedy for any and all such materially untrue, inaccurate or incorrect representations or warranties, shall elect either (i) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated hereby without any reduction of or credit against the Contribution AmountPurchase Price and without any right to make a claim against Seller with respect thereto, or (ii) to terminate this Agreement in its entirety by written notice given to Contributor Seller and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Contributor The Seller shall not be liable under this Section 4.1 or Section 8.2 for any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) Losses due to any inaccuracy in or breach of any of the representations or warranties contained in this Agreement if GIPLP the Purchaser had knowledge of such inaccuracy or breach prior to the Closing and GIPLP Purchaser elected to close the transaction notwithstanding such knowledge. Notwithstanding any of the foregoing terms conditions of this Section 4.1 to the contrary, the right of GIPLP Purchaser to terminate this Agreement upon the failure of Contributor Seller to cure any misrepresentation or breach of warranty as provided herein shall not be deemed to limit GIPLPthe Purchaser’s rights and remedies to which GIPLP Purchaser might otherwise be entitled for an intentional or willful breach of ContributorSeller’s material representations and warranties. At or before the end of the Inspection PeriodFurthermore, GIPLP will have approved the physical and environmental characteristics and condition of the Property, as well as the economic characteristics of the Property. Except as provided elsewhere in this Agreement, GIPLP hereby waives any and all defects in the physical, environmental and economic characteristics and condition of the Property which would be disclosed by such inspection. GIPLP further acknowledges that neither Contributor nor any of Contributor’s officers or directors, nor Contributor’s employees, agents, representatives, or any other person or entity acting on behalf of Contributor, except as otherwise expressly provided in Section 4.1 hereof, have made any representations, warranties or agreements (express or implied) by or on behalf of Contributor as to any matters concerning the Property, the economic results to be obtained or predicted, or the present use thereof or the suitability no claim for GIPLP’s intended use of the Property. GIPLP acknowledges and agrees that the Property is to be purchased, conveyed and accepted by GIPLP in its present condition, “as is” and that no patent or latent defect in the physical or environmental condition of the Property whether or not known or discovered, shall affect the rights of either party hereto unless the existence of an environmental condition is a breach of Contributor’s any representations and warranties set forth in this Section 4.14.1 shall be actionable or payable (a) unless the valid claims for all such breaches collectively aggregate Twenty-Five Thousand and No/100 Dollars ($10,000.00) or more (“Basket”), in which event the full amount of such valid claims shall be actionable up to, but not exceeding, the amount of the Cap (as defined below), and (b) unless written notice containing a description of the specific nature of such breach is given by Purchaser to Seller prior to the expiration of the Limitation Period and an action is commenced by Purchaser against Seller with respect to any such claims within ten (10) days after expiration of the Limitation Period. Seller shall not be liable to Purchaser to the extent Purchaser’s claim (including costs of recovery [e.g., attorney’s fees]) is actually recovered from any other party pursuant to any insurance policy, service contract, warranty or guaranty. As used herein, the term “Cap” shall mean the total aggregate amount of Three Hundred Thousand and Nxxx 00 Dollars ($300,000.00). In no event shall Seller’s aggregate liability to Purchaser exceed the Cap, and Purchaser hereby waives and disclaims any right to damages or compensation in excess of the Cap. This paragraph shall survive Closing. Notwithstanding anything to the contrary contained in this Agreement, there shall be no Basket or Cap or other limitations on Purchaser’s rights and remedies with respect to acts involving fraud or intentional misrepresentation on behalf of Seller.

No Rights to Purchase. Except for this Agreement, Contributor Seller has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal refusal, right of first offer, or any other agreement, whether oral or written, with respect to the sale, purchase, assignment or transfer of all or any portion of the Property except for Tenant pursuant to the terms Property. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed remade in all material respects by Seller as of the Lease. As used herein Closing Date, with the phrase “Contributor’s knowledge” or “knowledge of Contributor” or any deviation thereof shall mean the current actual knowledge of Xxxxxxx X. Xxxxxsame force and effect as if made on, the Senior Vice President of Xxxxxxxx Development Groupand as of, Inc., the Manager of Contributor, which Contributor hereby represents and warrants to GIPLP is the person on behalf of the Contributor with primary responsibility for the Property and who is in a position to have knowledge of the matters being represented and warranted herein by Contributorsuch date. All representations and warranties made in this Agreement by Contributor Seller shall survive the Closing for a period of eighteen one (181) months year (the “Seller’s 18246046_5 Limitation Period”), and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP Purchaser gives Contributor Seller written notice prior to the expiration of said eighteen one (181) month year period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation limitation, except statutory limitations, nor liability limitation, with respect to acts involving an actual fraud or intentional misrepresentation on behalf of ContributorSeller. If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP Purchaser makes a claim against Contributor Seller with regard to a representation or warranty which expressly survives Closing, and (b) GIPLP Purchaser obtains a final and non-appealable judgment against Contributor Seller which remains unpaid for a period of thirty (30) days, then Contributor Seller agrees that GIPLP Purchaser shall have the right to trace the Contribution Consideration Purchase Price to the extent necessary to satisfy such claim. Contributor Seller acknowledges and agrees that GIPLP Xxxxxxxxx has relied and has the right to rely upon the foregoing in connection with GIPLPPurchaser’s consummation of the transaction set forth in this Agreement. Subject to the immediately preceding paragraph, Contributor and the Seller’s Limitation Period and statutory limitations referenced therein, Seller hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLPPurchaser) and hold harmless GIPLP Purchaser and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) (i) which may be asserted against or suffered by GIPLP Purchaser or the Property after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of Contributor Seller made herein or in any instrument or document delivered by Contributor Seller pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by GIPLP Purchaser arising out of or resulting from any matter pertaining to the operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing). Subject to the following provisions of this paragraph, the representations and warranties made in Section 4.1 of this Agreement by Contributor shall be continuing and shall be deemed remade in all material respects by Contributor as of the Closing Date, with the same force and effect as if made on, and as of, such date. If prior to the Closing, Contributor or GIPFL first obtains knowledge that any of the representations or warranties made herein by Contributor are untrue, inaccurate or incorrect in any material respect, such party shall promptly give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In such event, Contributor shall have the obligation to use commercially reasonable efforts to attempt to cure such misrepresentation or breach and shall, at its option, be entitled to extend the Closing Date for a reasonable period of time (not to exceed 30 days) for the purpose of such cure. If Contributor is unable to so cure any such misrepresentation or breach of warranty, GIPLP, shall elect either (i) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated hereby without any reduction of or credit against the Contribution Amount, or (ii) to terminate this Agreement in its entirety by written notice given to Contributor and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Contributor shall not be liable under this Section 4.1 or Section 8.2 for any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) due to any inaccuracy in or breach of any of the representations or warranties contained in this Agreement if GIPLP had knowledge of such inaccuracy or breach prior to the Closing and GIPLP elected to close the transaction notwithstanding such knowledge. Notwithstanding any of the foregoing terms conditions For purposes of this Section 4.1 4.3, Purchaser’s knowledge means the current, actual knowledge of Xxxxxxxxx Xxxxxxx (“Xxxxxxx”) without duty of inquiry or investigation and does not include knowledge imputed to the contraryPurchaser from any other person or entity. In no event shall said person have any personal liability hereunder. Seller’s aggregate liability for claims arising out of such warranties, the right of GIPLP representations and indemnities shall not exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). The Seller’s Limitation Period referred to terminate this Agreement upon the failure of Contributor to cure any misrepresentation or breach of warranty as provided herein shall not be deemed apply to limit GIPLP’s rights and remedies to which GIPLP might otherwise be entitled for an intentional or willful breach of Contributor’s material representations and warranties. At or before the end of the Inspection Period, GIPLP will have approved the physical and environmental characteristics and condition of the Property, unknown as well as the economic characteristics of the Propertyknown breaches and claims. Except as specifically provided elsewhere in this Agreement, GIPLP hereby waives any and all defects in none of Seller’s representations, warranties, indemnities, covenants or agreements shall survive the physical, environmental and economic characteristics and condition Closing. Purchaser specifically acknowledges that such termination of liability represents a material element of the Property which would be disclosed by such inspection. GIPLP further acknowledges that neither Contributor nor any of Contributor’s officers or directors, nor Contributor’s employees, agents, representatives, or any other person or entity acting on behalf of Contributor, except as otherwise expressly provided in Section 4.1 hereof, have made any representations, warranties or agreements (express or implied) by or on behalf of Contributor as consideration to any matters concerning the Property, the economic results to be obtained or predicted, or the present use thereof or the suitability for GIPLP’s intended use of the Property. GIPLP acknowledges and agrees that the Property is to be purchased, conveyed and accepted by GIPLP in its present condition, “as is” and that no patent or latent defect in the physical or environmental condition of the Property whether or not known or discovered, shall affect the rights of either party hereto unless the existence of an environmental condition is a breach of Contributor’s representations and warranties set forth in this Section 4.1Seller.

No Rights to Purchase. Except for this Agreement, Contributor the Option Agreement, and the right of first refusal in favor of Pxxxx Xxxxxxx as set out in that certain August 11, 2006 Agreement among Seller, InvestHSV Land, LLC, and Pxxxx Xxxxxxx (the “2006 Agreement”), Seller has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property except for Tenant pursuant to or the terms Option Parcel. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed remade in all material respects by Seller as of the Lease. As used herein Closing Date, with the phrase “Contributor’s knowledge” or “knowledge of Contributor” or any deviation thereof shall mean the current actual knowledge of Xxxxxxx X. Xxxxxsame force and effect as if made on, the Senior Vice President of Xxxxxxxx Development Groupand as of, Inc., the Manager of Contributor, which Contributor hereby represents and warrants to GIPLP is the person on behalf of the Contributor with primary responsibility for the Property and who is in a position to have knowledge of the matters being represented and warranted herein by Contributorsuch date. All representations and warranties made in this Agreement by Contributor Seller shall survive the Closing for a period of eighteen three (183) months years (the “Limitation Period”), and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP Purchaser gives Contributor Seller written notice prior to the expiration of said eighteen three (183) month year period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation with respect to acts involving an actual fraud or intentional misrepresentation on behalf of ContributorSeller. If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP Purchaser makes a claim against Contributor Seller with regard to a representation or warranty which expressly survives Closing, and (b) GIPLP Purchaser obtains a final and non-appealable judgment against Contributor Seller which remains unpaid for a period of thirty (30) days, then Contributor Seller agrees that GIPLP Purchaser shall have the right to trace the Contribution Consideration Purchase Price to the extent necessary to satisfy such claim. Contributor Seller acknowledges and agrees that GIPLP Purchaser has relied and has the right to rely upon the foregoing in connection with GIPLPPurchaser’s consummation of the transaction set forth in this Agreement. Subject to the immediately preceding paragraph, Contributor Seller hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLPPurchaser) and hold harmless GIPLP Purchaser and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) (i) which may be asserted against or suffered by GIPLP Purchaser or the Property after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of Contributor Seller made herein or in any instrument or document delivered by Contributor Seller pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by GIPLP Purchaser arising out of or resulting from any matter pertaining to the operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing). Subject to the following provisions of this paragraph, the representations and warranties made in Section 4.1 of this Agreement by Contributor shall be continuing and shall be deemed remade in all material respects by Contributor as of the Closing Date, with the same force and effect as if made on, and as of, such date. If prior to the Closing, Contributor or GIPFL first obtains knowledge that any of the representations or warranties made herein by Contributor are untrue, inaccurate or incorrect in any material respect, such party shall promptly give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In such event, Contributor shall have the obligation to use commercially reasonable efforts to attempt to cure such misrepresentation or breach and shall, at its option, be entitled to extend the Closing Date for a reasonable period of time (not to exceed 30 days) for the purpose of such cure. If Contributor is unable to so cure any such misrepresentation or breach of warranty, GIPLP, shall elect either (i) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated hereby without any reduction of or credit against the Contribution Amount, or (ii) to terminate this Agreement in its entirety by written notice given to Contributor and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Contributor shall not be liable under this Section 4.1 or Section 8.2 for any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) due to any inaccuracy in or breach of any of the representations or warranties contained in this Agreement if GIPLP had knowledge of such inaccuracy or breach prior to the Closing and GIPLP elected to close the transaction notwithstanding such knowledge. Notwithstanding any of the foregoing terms conditions For purposes of this Section 4.1 4.1, Seller’s knowledge means the current, actual knowledge of Mxxxxxx X. Xxxxxxxxx without duty of inquiry or investigation and does not include knowledge imputed to the contrary, the right of GIPLP to terminate this Agreement upon the failure of Contributor to cure any misrepresentation or breach of warranty as provided herein shall not be deemed to limit GIPLP’s rights and remedies to which GIPLP might otherwise be entitled for an intentional or willful breach of Contributor’s material representations and warranties. At or before the end of the Inspection Period, GIPLP will have approved the physical and environmental characteristics and condition of the Property, as well as the economic characteristics of the Property. Except as provided elsewhere in this Agreement, GIPLP hereby waives any and all defects in the physical, environmental and economic characteristics and condition of the Property which would be disclosed by such inspection. GIPLP further acknowledges that neither Contributor nor any of Contributor’s officers or directors, nor Contributor’s employees, agents, representatives, or Seller from any other person or entity acting on behalf of Contributor, except as otherwise expressly provided in Section 4.1 hereof, entity. In no event shall said person have made any representations, warranties or agreements (express or implied) by or on behalf of Contributor as to any matters concerning the Property, the economic results to be obtained or predicted, or the present use thereof or the suitability for GIPLP’s intended use of the Property. GIPLP acknowledges and agrees that the Property is to be purchased, conveyed and accepted by GIPLP in its present condition, “as is” and that no patent or latent defect in the physical or environmental condition of the Property whether or not known or discovered, shall affect the rights of either party hereto unless the existence of an environmental condition is a breach of Contributor’s representations and warranties set forth in this Section 4.1personal liability hereunder.

No Rights to Purchase. Except for this Agreement, Contributor has not entered into, and has no actual knowledge of any other agreement, commitment, option, right of first refusal refusal, right of first offer, or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property except for Tenant pursuant to the terms Property. The representations and warranties made in Section 4.1 of this Agreement by Contributor shall be continuing and shall be deemed remade in all material respects by Contributor as of the Lease. As used herein Closing Date, with the phrase “Contributor’s knowledge” or “knowledge of Contributor” or any deviation thereof shall mean the current actual knowledge of Xxxxxxx X. Xxxxxsame force and,effect as if made on, the Senior Vice President of Xxxxxxxx Development Groupand as of, Inc., the Manager of Contributor, which Contributor hereby represents and warrants to GIPLP is the person on behalf of the Contributor with primary responsibility for the Property and who is in a position to have knowledge of the matters being represented and warranted herein by Contributorsuch date. All representations and warranties made in this Agreement by Contributor shall survive the Closing for a period of eighteen three (183) months years (the “"Limitation Period”"), and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP gives Contributor written notice prior to the expiration of said eighteen three (183) month year period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation with respect to acts involving an actual fraud or intentional misrepresentation on behalf of Contributor. If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP makes a claim against Contributor with regard to a representation or warranty which expressly survives Closing, and (b) GIPLP obtains a final and non-appealable judgment against Contributor which remains unpaid for a period of thirty (30) days, then Contributor agrees that GIPLP shall have the right to trace the Contribution Consideration to the extent necessary to satisfy such claim. Contributor acknowledges and agrees that GIPLP has relied and has the right to rely upon the foregoing in connection with GIPLP’s 's consummation of the transaction set forth in this Agreement. Subject to the immediately preceding paragraph, Contributor hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLP) and hold harmless GIPLP and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ ' fees actually incurred) (i) which may be asserted against or suffered by GIPLP or the Property after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of Contributor made herein or in any instrument or document delivered by Contributor pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by GIPLP arising out of or resulting from any matter pertaining to the operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing). Subject to the following provisions of this paragraph, the representations and warranties made in Section 4.1 of this Agreement by Contributor shall be continuing and shall be deemed remade in all material respects by Contributor as of the Closing Date, with the same force and effect as if made on, and as of, such date. If prior to the Closing, Contributor or GIPFL first obtains knowledge that any of the representations or warranties made herein by Contributor are untrue, inaccurate or incorrect in any material respect, such party shall promptly give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In such event, Contributor shall have the obligation to use commercially reasonable efforts to attempt to cure such misrepresentation or breach and shall, at its option, be entitled to extend the Closing Date for a reasonable period of time (not to exceed 30 days) for the purpose of such cure. If Contributor is unable to so cure any such misrepresentation or breach of warranty, GIPLP, shall elect either (i) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated hereby without any reduction of or credit against the Contribution Amount, or (ii) to terminate this Agreement in its entirety by written notice given to Contributor and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Contributor shall not be liable under this Section 4.1 or Section 8.2 for any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) due to any inaccuracy in or breach of any of the representations or warranties contained in this Agreement if GIPLP had knowledge of such inaccuracy or breach prior to the Closing and GIPLP elected to close the transaction notwithstanding such knowledge. Notwithstanding any of the foregoing terms conditions of this Section 4.1 to the contrary, the right of GIPLP to terminate this Agreement upon the failure of Contributor to cure any misrepresentation or breach of warranty as provided herein shall not be deemed to limit GIPLP’s rights and remedies to which GIPLP might otherwise be entitled for an intentional or willful breach of Contributor’s material representations and warranties. At or before the end of the Inspection Period, GIPLP will have approved the physical and environmental characteristics and condition of the Property, as well as the economic characteristics of the Property. Except as provided elsewhere in this Agreement, GIPLP hereby waives any and all defects in the physical, environmental and economic characteristics and condition of the Property which would be disclosed by such inspection. GIPLP further acknowledges that neither Contributor nor any of Contributor’s officers or directors, nor Contributor’s employees, agents, representatives, or any other person or entity acting on behalf of Contributor, except as otherwise expressly provided in Section 4.1 hereof, have made any representations, warranties or agreements (express or implied) by or on behalf of Contributor as to any matters concerning the Property, the economic results to be obtained or predicted, or the present use thereof or the suitability for GIPLP’s intended use of the Property. GIPLP acknowledges and agrees that the Property is to be purchased, conveyed and accepted by GIPLP in its present condition, “as is” and that no patent or latent defect in the physical or environmental condition of the Property whether or not known or discovered, shall affect the rights of either party hereto unless the existence of an environmental condition is a breach of Contributor’s representations and warranties set forth in this Section 4.1.