Other Matters Related to Representations of Seller and Purchaser. The respective representations of Seller and Purchaser contained in this Agreement shall survive Closing; provided, however, that (i) any cause of action that Purchaser may have against Seller by reason of a breach or default of any of the representations set forth herein or in any Seller’s Closing Documents or Joint Closing Documents must be filed by Purchaser within two (2) years after the Closing Date, or such claims shall expire; provided, however, that in order to bring a claim during such two (2) year period, Purchaser must give notice of any claim for breach of a representation on or prior to December 31, 2007 (the “Representation Notice Date”), (ii) Seller’s total liability for any breach or breaches of its representations set forth herein shall in no event exceed $600,000 in the aggregate, which liability limit shall survive Closing; and (iii) Seller shall not have any liability whatsoever to Purchaser with respect to any breach or breaches by Seller of its respective representations set forth herein, if, prior to Closing, Purchaser obtains knowledge by virtue of a written document or report received on or prior to the Closing Date of a fact or circumstance, the existence of which would constitute a breach of Seller’s representations set forth herein. Among other things, for purposes hereof, Purchaser shall be deemed to have knowledge of any fact or circumstance set forth in any environmental assessments, Estoppel Certificate (as defined in Section 7(b)(iv) hereof) or other written materials reviewed or received by Purchaser on or prior to the Closing Date. Seller’s representations set forth herein shall be deemed automatically modified to the extent that any information contained in any environmental assessments or other written materials reviewed or received by Purchaser prior to the Closing Date is inconsistent with the matters which are the subject of such representations, provided that a material change in such representations after the Contingency Date shall constitute a failure of Purchaser’s Closing Condition Precedent set forth in Section 7(b)(i) below. Notwithstanding the foregoing, Seller shall not have any liability with respect to any breach to the extent the loss sustained by Purchaser as a result thereof does not exceed $25,000.00 in the aggregate, provided, further if any such loss exceeds $25,000.00, Seller shall be liable for the total amount of such loss subject to the maximum liability provisions herein contained.
