Common use of Survival; Limitation on Seller’s Liability Clause in Contracts

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty (180) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth (210t) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty (1801) days year (the “Claims Survival Period”), and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth (210t) day after the date expiration of the ClosingClaims Survival Period. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's ’s breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 13.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's ’s representations or warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed Deemed to know Know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are less than, or are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollarsthan, the Materiality Threshold.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty ninety (18090) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth ninety (210t90) day days after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars50,000.00 for the PC Property or $50,000.00 for the KV Property.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty (1801) days year and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth (210t) day after first anniversary of the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation Seller estoppel letters delivered pursuant to Subsection 6.3 (jSection 6.3(g)) shall be limited as set forth in Section 14.15 14.16 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties being untrue, inaccurate or incorrect if (a) Xxxx Xxx or Xxxxx Xxxxxxxxx had actual knowledge or Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars.

Survival; Limitation on Seller’s Liability. The If the Closing occurs, Seller’s representations and warranties made by Seller set forth in Section 8.2 this Agreement shall survive the Closing and not be merged therein for a period of one hundred eighty twelve (18012) days months after the Closing (such twelve (12) month period, the “Survival Period”), and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranties with respect to which (a) Seller receives a written notice of a claim is made by from Buyer against Seller on or before the two hundred tenth expiration of the Survival Period, and (210tb) day after Buyer has commenced an action in a court of competent jurisdiction on or before the date which is thirty (30) days following the expiration of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 hereofSurvival Period. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right rights or remedy remedies available to it at law, in equity or equity, under this Agreement to make a Agreement, the Closing documents or otherwise, including any claim against Seller for damages and/or liabilities that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's ’s representations or and warranties set forth in this Agreement being untrue, inaccurate or incorrect as of the date on which such Closing occurs if (ai) Buyer knew had actual knowledge or is deemed to know have actual knowledge pursuant to the terms of Section 7.8 above that such representation or warranty was Seller’s Warranties were untrue, inaccurate or incorrect at the time of the Closing, or (bii) Buyer's damages as a result the untruth, inaccuracy or incorrectness of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to Seller’s Warranties does not result in aggregate less than an amount equal to One Hundred Thousand damages and No/100 liabilities exceeding the Basket Amount ($100,000.00) Dollarsas defined in Section 9.4 below).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty ninety (18090) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth ninetieth (210t90th) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars50,000.00.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty (180) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim is made by Buyer against Seller on or before the two one hundred tenth eightieth (210t180th) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars50,000.00.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller Seller’s Warranties in Section 8.2 9.2 shall survive the Closing and not be merged therein for a period of one hundred eighty twelve (18012) days months, and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty Seller’s Warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a written claim is made by Buyer against Seller on or before the two hundred tenth expiration of twelve (210t12) day months after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties Seller’s Warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars50,000.00.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty twenty (180120) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim is made by Buyer against Seller on or before the two one hundred tenth fifty (210t150) day days after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at lawLaw, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars50,000.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty 14 (1801) days year and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth date one (210t1) day year after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 11.16 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($100,000.00) Dollars50,000).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller Seller’s Warranties in Section 8.2 9.2(a) (as updated by Seller’s Closing Certificate) shall survive the Closing for the applicable statutory period. Seller’s Warranties in Section 9.2(b), (c), (d) and (e) (as updated by Seller’s Closing Certificate) shall survive the Closing and shall not be merged therein for a period of one hundred eighty twelve (18012) days months and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing such Seller’s Warranty with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth last day of the twelfth (210t12th) day month after the date of the ClosingClosing Date. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.13 hereof. Notwithstanding the foregoing, however, if the a Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the TransactionTransaction or any portion thereof, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollarsnot material.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty nine (1809) days months and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim is made by Buyer in writing against Seller on or before the two hundred tenth ninth (210t9th) day month after the date of the Closing. Without limiting the foregoing, Seller shall have no liability or obligation whatsoever with respect to any breach of a Seller’s Warranty unless a written claim is delivered by Buyer to Seller within the afore-said nine (9) month period. Seller and Buyer hereby acknowledge and agree that the terms of this Section 9.3.4 limiting the time period within which Buyer may make a claim for any breach of a Seller’s Warranty supersede any and all statutes of limitation applicable to any such claims, notwithstanding that any such statutes of limitation may provide for a longer period of time to file a claim. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate be (i) less than an amount equal to One Hundred Thousand and No/100 $50,000 in connection with a single untruth, inaccuracy or incorrectness, or (ii) less than $100,000.00) Dollars150,000 in the aggregate for multiple claims of less than $50,000 each.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty (180) days following Closing and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made filed by Buyer against Seller on or before the two end of the one hundred tenth eightieth (210t180th) day after the date of following the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's ’s breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 13.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's ’s representations or warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal $50,000 with respect to One Hundred Thousand all other representations and No/100 ($100,000.00) Dollarswarranties collectively.

Survival; Limitation on Seller’s Liability. The Seller's representations and warranties made by Seller set forth in this Agreement, including without limitation those representations and warranties set forth in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty (180) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein 5.1, or in any of the documents executed by Seller at Closing (other than the Easement Agreement, the Easement and Facilities Agreement, the Sublease, and any of the documents executed in connection with the provisions of Section 11.22 below), including, without limitation, indemnification obligations set forth in such other documents ("Seller's Warranties") shall survive the Closing until December 31, 2003, and not be merged therein days and Seller shall be liable to Purchaser hereunder for a breach of a Seller's Warranties with respect to which a claim is made by Buyer Purchaser against Seller on or before the two hundred tenth (210t) day after the date first anniversary of the ClosingDate of Closing (the "Survival Date") and an action is commenced by Purchaser against Seller with respect to such claim within ninety (90) days after such claim is made. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 Warranties shall not exceed the lesser of Purchaser's actual damages and one percent (j1%) of the Purchase Price in the aggregate (the "Damage Cap")) , nor shall any claim be limited made unless the aggregate claim of damage for all such matters, taken as set forth in Section 14.15 hereofa whole, is greater than two hundred fifty thousand dollars ($250,000). Notwithstanding the foregoing, however, if the Closing occurs, Buyer Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at lawlaw or in equity, in equity or under this Agreement or otherwise to make a claim against Seller for damages that Buyer Purchaser may incur, or to rescind this Agreement and the Transactiontransaction, as the result of any of Seller's representations or warranties Warranties being untrue, inaccurate or incorrect if (a) Buyer Purchaser knew or is deemed to know at the time of the Closing that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollarsincorrect.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty twenty (180120) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two one hundred tenth twentieth (210t120th) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited to the lesser of (i) the amount awarded for actual damages (not consequential or treble) directly attributable to a material breach of a representation or warranty by Seller or (ii) the Maximum Amount (as set forth defined in Section 14.15 14.16 hereof). Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate in-accurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 $250,000.00 ($100,000.00) Dollarsinclusive of damages for pre-Closing beaches of representations or warranties).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 8.2.2 shall survive the Closing and not be merged therein for a period of one hundred eighty (1801) days year and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth expiration of one (210t1) day year after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation Seller estoppel letters delivered pursuant to Subsection 6.3 (jSection 6.3(e)) shall be limited as set forth in Section 14.15 14.16 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of all such representations or warranties being untrue, inaccurate or incorrect representations or warranties are reasonably estimated by Buyer to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars100,000.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty six (1806) days months and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which Seller receives a written notice of a claim is made by from Buyer against Seller on or before the two hundred tenth (210t) day after the date six month anniversary of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 hereofDate. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right rights or remedy remedies available to it at law, in equity or equity, under this Agreement to make a or otherwise, including any claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was any Seller’s Warranties were untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result the untruth, inaccuracy or incorrectness of such representations Seller’s Warranties is not material, when considered in the aggregate, or warranties being untrue(c) Buyer fails to deliver to Seller a written notice of any alleged inaccuracy or breach of any Seller’s Warranty (which notice, inaccurate to be effective for purposes of this provision, must set forth the specific Seller’s Warranty allegedly breached and a reasonable description of the factual basis upon which Buyer asserts such breach) on or incorrect are reasonably estimated before the expiration of the foregoing survival period; or (d) within six (6) months after the expiration of the time frame provided in clause (c), Buyer fails to aggregate less than an amount equal commence legal proceedings against Seller with respect to One Hundred Thousand and No/100 any claim timely made pursuant to clause ($100,000.00) Dollarsc).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty (180) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two one hundred tenth eightieth (210t180th) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation Seller estoppel letters delivered pursuant to Subsection 6.3 (jSection 6.3(e)) shall be limited as set forth in Section 14.15 14.16 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($100,000.0050,000). Section 8.3.5(ii) Dollarsshall not apply to the extent that Seller's liability arises from its fraudulent actions or fraudulent omissions, as determined by a court of competent jurisdiction (sustained on appeal, if any).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the applicable Closing and not be merged therein for a period of one two hundred eighty seventy (180270) days following the Closing Date with respect to the Phase I Property and the Closing Date with respect to the Phase IB Property, as applicable, and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which Seller receives a written notice of a claim is made by from Buyer against Seller on or before the two hundred tenth seventy (210t270th) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at applicable Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 hereofDate. Notwithstanding the foregoing, however, if the Closing with respect to the Phase I Property and the Closing with respect to the Phase IB Property, as applicable, occurs, Buyer hereby expressly waives, relinquishes and releases any right rights or remedy remedies available to it at law, in equity or equity, under this Agreement to make a or otherwise, including any claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was any Seller’s Warranties were untrue, inaccurate or incorrect at the time of the applicable Closing, or (b) Buyer's damages as a result the untruth, inaccuracy or incorrectness of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) DollarsSeller’s Warranties is not material.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty twelve (18012) days months and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth twelve (210t12) day months after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.14 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Fifty Thousand and No/100 No/100ths Dollars ($100,000.0050,000.00). Notwithstanding the foregoing, however, if the Closing occurs, Seller hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Buyer for damages that Seller may incur, or to rescind this Agreement and the Transaction, as the result of any of Buyer’s warranties being untrue, inaccurate or incorrect if (a) DollarsSeller knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Seller’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than Fifty Thousand and No/100ths Dollars ($50,000.00).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty (1801) days year and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth one (210t1) day after the date year anniversary of the ClosingClosing Date. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.14 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars50,000.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one two hundred eighty seventy (180270) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim is made by Buyer in writing against Seller on or before the two hundred tenth seventieth (210t270th) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.14 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars25,000 or less.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one two hundred eighty seventy (180270) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which Seller receives a written notice of a claim is made by from Buyer against Seller on or before the two hundred tenth seventieth (210t270th) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 hereofDate. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right rights or remedy remedies available to it at law, in equity or equity, under this Agreement to make a or otherwise, including any claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was any Seller’s Warranties were untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result the untruth, inaccuracy or incorrectness of such representations Seller’s Warranties is not material, or warranties being untrue(c) Buyer fails to deliver to Seller a written notice of any alleged inaccuracy or breach of any Seller’s Warranty (which notice, inaccurate to be effective for purposes of this provision, must set forth the specific Seller’s Warranty allegedly breached and a reasonable description of the factual basis upon which Buyer asserts such breach) on or incorrect are reasonably estimated before the expiration of the foregoing survival period; or (d) within sixty (60) days after the expiration of the time frame provided in clause (c), Buyer fails to aggregate less than an amount equal commence legal proceedings against Seller with respect to One Hundred Thousand and No/100 any claim timely made pursuant to clause ($100,000.00) Dollarsc).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty (180) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim is made by Buyer against Seller on or before the two one hundred tenth eightieth (210t180th) day after the date of the Closing. Seller and Buyer hereby acknowledge and agree that the terms of this Section 9.3.4 limiting the time period within which Buyer may make a claim for any breach of a Seller’s Warranty supersede any and all statutes of limitation applicable to any such claims, notwithstanding that any such statutes of limitation may provide for a longer period of time to file a claim. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($100,000.0050,000) Dollarsand can be timely cured by the expenditure of less than Fifty Thousand Dollars ($50,000).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty (180) days year and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth (210t) day one year after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars50,000.00.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein into the Ground Lease Assignment Agreement for a period of one hundred eighty twenty (180120) days following Closing (such one hundred twenty (120) day period, the “Survival Period”), and Seller shall only be liable to Buyer hereunder for a breach material untruth, inaccuracy or incorrectness of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which (i) Seller receives a written notice of a claim is made by from Buyer against Seller on or before the two hundred tenth expiration of the Survival Period, and (210tii) day after Buyer has commenced an action in a court of competent jurisdiction on or before the date that is thirty (30) days following the expiration of the ClosingSurvival Period. Anything For the avoidance of doubt, Seller’s liability for Seller’s Warranties is subject to the terms of Section 4.5. Notwithstanding anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 hereof. Notwithstanding the foregoingcontrary, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right rights or remedy remedies available to it at law, in equity or equity, under this Agreement to make a or otherwise, including any claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (aA) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, to Buyer’s Knowledge, such Seller’s Warranties were inaccurate, untrue or incorrect in any way, and such Seller’s Warranties shall be deemed modified or qualified to reflect such knowledge, or (bB) Buyer's ’s aggregate damages as a result of resulting from such representations untruth, inaccuracy or warranties being untrue, inaccurate or incorrect incorrectness are reasonably estimated to aggregate be less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollarsthe Floor Amount.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty twenty (180120) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing Seller’s Warranty with respect to which a claim written notice is made given by Buyer against to Seller on or before the two one hundred tenth twenty (210t120) day days after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.14 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at lawLaw, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties related to the HC III Property shall survive the HC III Closing and not be merged therein for a period of one hundred eighty (1801) days year and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of Seller’s Warranty related to the documents executed by Seller at the Closing HC III Property with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth date that is one (210t1) day year after the date of the HC III Closing. Seller’s Warranties related to the XX XX Property shall survive the XX XX Closing and not be merged therein for a period of one (1) year and Seller shall only be liable to Buyer hereunder for a breach of a Seller’s Warranty related to the XX XX Property with respect to which a claim is made by Buyer against Seller on or before the date that is one (1) year after the date of the XX XX Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.13 hereof. Notwithstanding the foregoing, however, if the HC III Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the TransactionHC III portion of the Transactions, as the result of any of Seller's representations or warranties ’s Warranties related to the HC III Property being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the HC III Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00). Notwithstanding the foregoing, however, if the XX XX Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the XX XX portion of the Transactions, as the result of any of Seller’s Warranties related to the XX XX Property being untrue, inaccurate or incorrect if (a) DollarsBuyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the XX XX Closing, or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than One Hundred Thousand and No/100 Dollars ($100,000.00).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller's Warranties shall survive the Closing and not be merged therein for a period of one two hundred eighty seventy (180270) days after the Closing Date, and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty Seller's Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth seventy (210t270) day days after the date of the ClosingClosing Date. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at lawLaw, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00) Dollars).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty Twelve (18012) days Months after the date of the Closing and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth Twelve (210t12) day Months after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars10,000.00.

Survival; Limitation on Seller’s Liability. The representations and warranties made by each Seller in Section 8.2 shall survive the Closing and not be merged therein for a period of one hundred eighty nine (1809) days months following Closing (“Survival Period”) as to the Individual Properties that are the subject of the Closing and each Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against such Seller on or before the two hundred tenth (210t) day after the date end of the ClosingSurvival Period. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller Sellers for any Seller's ’s breaches of representations and warranties herein or in any documents executed by Seller at discovered after Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) shall be limited as set forth in Section 14.15 13.16 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or - -25 - under this Agreement to make a claim against any Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, incur as the result of any of such Seller's ’s representations or warranties being untrue, inaccurate or incorrect if (a) Buyer knew had actual knowledge or is deemed to know Deemed Knowledge, as applicable, that such representation or warranty was untrue, inaccurate or incorrect in any material respect at the time of the Closing, or (b) Buyer's damages as a result of Closing relating to such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) DollarsSeller’s Individual Property.

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller’s Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty twelve (18012) days months and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth date which is twelve (210t12) day months after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as set forth in Section 14.15 15.14 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate be less than an amount equal to One Hundred Fifty Thousand and No/100 No/100ths Dollars ($100,000.0050,000.00) Dollars(in the aggregate with respect to all Facilities).

Survival; Limitation on Seller’s Liability. The representations and warranties made by Seller in Section 8.2 Seller's Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty ninety (18090) days and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty made herein Seller's Warranty or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before the two hundred tenth ninetieth (210t90th) day after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) Warranties shall be limited as set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal to One Hundred Thousand and No/100 ($100,000.00) Dollars50,000.

Survival; Limitation on Seller’s Liability. The representations Except for the statements in the FIRPTA Affidavit to be delivered at Closing (as to which the parties executing such documents shall be and warranties made by Seller remain liable in Section 8.2 accordance with the terms thereof), the Seller’s Property Warranties shall survive the Closing and not be merged therein for a period of one hundred eighty twelve (18012) days months and Seller shall only be liable to Buyer hereunder for a breach of a representation and warranty Seller’s Property Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller on or before twelve (12) months after the two hundred tenth (210tdate of the Closing. Seller’s Entity Warranties and Prudential’s Warranties shall survive the Closing and not be merged therein for the period of the applicable statute of limitations, provided that the warranties in Sections 9.2.3(a) day and 9.2.4(c) hereof shall survive indefinitely, and Seller and Prudential shall only be liable to Buyer hereunder for a breach of Seller’s Entity Warranties, other than Sections 9.2.3(a) or 9.2.4(c), made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller or Prudential on or before the expiration of the applicable statute of limitations after the date of the Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for Seller's breaches of representations and warranties herein or in any documents executed by Seller at Closing (including, but not limited to, any of Seller's representation letters delivered pursuant to Subsection 6.3 (j)) ’s Warranties shall be limited as to the extent set forth in Section 14.15 15.15 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or equity, under this Agreement or otherwise to make a claim against Seller for damages Liabilities that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller's representations or warranties ’s Warranties being untrue, inaccurate or incorrect if (a) Buyer actually knew (or, in the case of Seller’s Property Warranties, actually knew or is deemed to know know) that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer's ’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than an amount equal $50,000.00, provided that such $50,000 threshold shall exclude damages from breaches of Seller’s Entity Warranties, for which Buyer is entitled to One Hundred Thousand and No/100 ($100,000.00) Dollarsrecover without regard to any threshold. Notwithstanding anything in this Agreement to the contrary Seller shall not be liable for any punitive or consequential damages.