Common use of Survival of Representations, Warranties and Covenants Clause in Contracts

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)Section 8.1, (i)and the covenants of Seller set forth in Section 7.1, (j) and (k) will survive the Closing for a period of six nine (69) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representationsrepresentations and warranties, warranties or certificationsany such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability inaccuracy, or any such breach exceeds Twenty Thousand and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand No/100 Dollars ($250,000.0020,000.00); and then only to the extent of it being agreed that if such excessthreshold amount shall be exceeded, Purchaser may recover all damages from "first dollar". In addition, in no event will the Seller’s and the M-C Sellers’ collective 's liability for all such breaches exceedrelating to this Agreement and/or any other Portfolio Sale and Purchase Agreement (including, without limitation, statements made by Seller in any Closing Document) exceed with respect to the Property and the other Portfolio Properties, in the aggregate, the sum of Six Three Million and No/100 Dollars ($6,000,000.003,000,000.00). Subject to Section 8.3 (b) above, Seller shall have no liability with respect to any of Seller’s 's representations, warranties or certifications and covenants herein if, prior to the Closing, Purchaser obtains has knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s 's due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s 's agents and employees) of any breach of a covenant of Seller herein, or if the officers and employees of Purchaser primarily responsible for this transaction have actual knowledge (as opposed to constructive or imputed knowledge) or obtain knowledge that contradicts any of Seller’s 's representations, warranties and covenants herein or certificationsstatements made by Seller in any Closing Document, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing Date but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a8.1(a) through (g), (i), (j) ), and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h), (l), (m), and (n) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Four Million Dollars ($6,000,000.004,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. In addition, with respect to any claim asserted or damage suffered by it with respect to any ROFO Rights, Purchaser shall first look to the issuer of its title insurance policy. To that end, Purchaser will not have any right to pursue any action against Seller (other than the filing of notice required to preserve its claim) as a result of any untruth or inaccuracy of any of the representations or warranties made by Seller in Subsections 8.1(l), (m) or (n) until Purchaser has pursued and exhausted all actions and claims for coverage available to it under the title insurance policy issued to Purchaser in connection with Purchaser’s acquisition of the Property with respect to any claims or damages resulting or arising from any ROFO Rights. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxand Xxxxxx Xxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)Section 8.1, (i)the covenants of Seller set forth in Sections 7.1 and 7.4, (j) and (k) the certifications contained in any Seller estoppels delivered under the second paragraph of Section 7.2 will survive the Closing for a period of six twelve (612) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, or any such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsinaccuracy, or any such breach, exceeds Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000.00)25,000) for the Property; and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective 's liability for all such breaches exceed, in the aggregate, the sum of Six One Million Dollars ($6,000,000.00)1,000,000) for the Property unless such liability is incurred due to fraudulent acts of Seller, in which event such liability cap shall not apply. Seller shall have no liability with respect to any of Seller’s representationssuch representation, warranties warranty, certification or certifications herein covenant if, prior to the Closing, Purchaser obtains has actual knowledge (from whatever sourceof any breach of such representation, includingwarranty, without limitationcertification or covenant, or any Document made available or delivered for Purchaser's review, tenant estoppel certificatescertificate, as a result of Purchaser’s due diligence teststest, investigations and inspections investigation or inspection of the PropertyProperty by Purchaser or any Licensee Party, or written disclosure by Seller or Seller’s 's agents and employees) or employees discloses one or more facts that contradicts conflict with any of Seller’s representationssuch representation, warranties warranty, certification, or certificationscovenant, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing or termination of this Agreement, as applicable, without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations (a) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller Sellers set forth in Subsections 8.1 this Agreement and Sellers’ liability under any provision of this Agreement, and under any Closing Document (a) through (gas defined below), (i), (j) and (k) will survive the Closing for a period ending on November 30, 2016; provided however, that if Purchaser delivers written notice(s) to Seller(s) of six a breach of a representation, warranty or covenant of Seller(s) prior to the expiration of such period (6such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) monthsshall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, after which time they will merge into if applicable, the Deed. The representations and warranties resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the DeedSurvival Period”). Purchaser will shall not have any right to bring any action for monetary damages against such Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties or certificationsany Closing Document, or (ii) the failure of Sellers to perform their obligations under any other provision of this Agreement, or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and losses with respect costs due to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, Purchaser) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess100,000. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, or under any Closing Documents (including Sellers’ liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, the sum of Six Million Dollars one percent ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections 1%) of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this AgreementPurchase Price. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided In order to secure Sellers’ obligations set forth in this Agreement. All other representationsSection 16.1(a), warrantiesSellers shall cause Xxxxx Real Estate Investment Trust, covenants Inc., a Maryland corporation, (“Guarantor”), to execute and agreements made or undertaken by Seller deliver a guaranty in favor of Purchasers guaranteeing Sellers’ obligations under this Agreement, unless otherwise specifically provided herein, will not survive Section 16.1(a) for the Closing but will be merged into duration of the Deed and other Closing documents delivered at Survival Period (the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx“Guaranty”).

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections Section 8.1 (a) through (g)or in any Seller Closing Documents, (i)the covenants of Seller set forth in Section 7.1 and the certifications contained in any Seller estoppels delivered under Section 7.2, (j) and (k) if any, will survive the Closing for a period of six twelve (612) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the DeedDeeds. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, or any such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsinaccuracy, or any such breach, exceeds Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000.00); and then only to 25,000) per Project from the extent of such excessfirst dollar. In addition, in no event will the Seller’s and the M-C Sellers’ collective 's liability for all such breaches exceed, in the aggregate, the sum of Six One Million and No/100 Dollars ($6,000,000.00)1,000,000.00) per Project. Seller shall have no liability with respect to any of Seller’s representationssuch representation, warranties warranty, certification or certifications herein covenant if, prior to the Closing, Purchaser obtains has knowledge (from whatever sourceof any breach of such representation, includingwarranty, without limitationcertification or covenant, or any Document made available for Purchaser's review, tenant estoppel certificatescertificate, as a result of Purchaser’s due diligence teststest, investigations and inspections investigation or inspection of the PropertyProperty by Seller, or written disclosure by Seller or Seller’s 's agents and employees) employees discloses one or more facts that contradicts conflict with any of Seller’s representationssuch representation, warranties warranty, certification or certificationscovenant, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing or termination of this Agreement, as applicable, without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed Deeds and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The Each representation and warranty made in this Agreement, other schedules, exhibits and certificates delivered or to be delivered pursuant to this Agreement shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto and each such representation and warranty shall expire on the second anniversary of the Closing Date, except for the representations and warranties of Seller set forth in Subsections 8.1 Section 5.10 (aonly with respect to Equipment and inventory) through (g), (i), (j) and (k) will survive the Closing for a period of which shall expire six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive months from the Closing Date and in Section 5.23 which shall expire on the later of four and a half (4 1/2) months from the Closing Date and February 15, 1999 and except for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made set forth in Sections 5.09, 5.19, 5.20 and 5.22, which shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations (including all waivers or extensions thereof). After the expiration of such periods, any claim by the M-C Sellers pursuant to the Other P&S Agreementsa party hereto based upon any such representation or warranty, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); shall be of no further force and then only effect, except to the extent a party has asserted a claim for breach of any such representation or warranty (including matters not then quantifiable) prior to the expiration of such excess. In additionperiod, in no which event will the Seller’s and the M-C Sellers’ collective liability for all any representation or warranty to which such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller claim relates shall have no liability survive with respect to any of Seller’s representations, warranties such claim until such claim is resolved as provided in this Article XII. The covenants and agreements contained herein to be performed or certifications herein if, prior to complied with after the Closing, Purchaser obtains knowledge Closing (from whatever source, including, without limitation, any tenant estoppel certificatesthe covenants set forth in Sections 4.2 and 4.3) shall survive the Closing for so long as such covenants and agreements shall remain executory in nature. The right to indemnification, as a result of Purchaser’s due diligence tests, investigations and inspections of the Propertyreimbursement, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other remedy based on such representations, warranties, covenants and agreements made obligations will not be affected by any investigation conducted with respect to, or undertaken by Seller under this Agreementany knowledge acquired (or capable of being acquired) about, unless otherwise specifically provided hereinthe accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligations. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not survive affect the Closing but will be merged into the Deed right to indemnification, reimbursement, or other remedy based on such representations, warranties, covenants and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxobligations.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller set forth and the Buyer contained in Subsections 8.1 (a) through (g), (i), (j) this Agreement and (k) will any certificate delivered pursuant hereto shall survive the Closing for a period of six twelve (612) months, months after which time they will merge into the Deed. The Closing Date; provided that (i) the representations and warranties of the Seller set forth contained in Subsection 8.1 Section 3.14 (hTaxes) will (such representations and warranties, the “Tax Representations”) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) and (ii) the representations and warranties of the Seller contained in Section 3.15 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”) and (b) the Buyer in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of one twelve (112) yearmonths after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which time they will merge into shall remain in full force and effect for a period of twelve (12) months following the Deeddate by which such covenant or agreement is required to be performed. Purchaser will not The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have any right to bring any action against Seller accrued as a result of any untruth or inaccuracy of the Closing, and absent fraud, no such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of claim for any such untruth breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers written notice is given in good faith pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability Section 8.4 with respect to any of Seller’s representationsrepresentation, warranties warranty or certifications herein if, covenant prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections expiration of the Propertyapplicable survival period, the claim with respect to such representation, warranty or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by covenant shall continue indefinitely until such claim is finally resolved pursuant to this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxArticle VIII.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other respective representations, warranties, covenants and agreements made of the Company and Purchaser contained herein or undertaken in any certificate and any and all covenants and agreements herein or therein shall survive the Non-License Transfer Date or the Closing Date, as applicable, and shall remain in full force and effect to the following extent: (a) representations and warranties with respect to the Non-License Assets shall survive for a period of twelve (12) months after the Non-License Transfer Date; (b) representations and warranties with respect to the License Assets shall survive for a period of twelve (12) months after the Closing Date; (c) the covenants and agreements with respect to the Non-License Assets which by Seller under this Agreement, unless otherwise specifically provided herein, will not their terms survive the Non-License Transfer Date shall continue in full force and effect until fully discharged; (d) the covenants and agreements with respect to the License Assets which by their terms survive the Closing but will be merged into Date shall continue in full force and effect until fully discharged; (e) the Deed Company's obligations with respect to all obligations and other Closing documents delivered liabilities not assumed by Purchaser shall survive until such obligations and liabilities have been paid, performed or discharged in full; (f) Purchaser's obligations with respect to all obligations and liabilities assumed by Purchaser hereunder shall survive until such obligations and liabilities have been paid, performed or discharged in full; (g) the covenants and agreements in Article 8 shall continue in full force and effect until fully discharged; and (h) any representation, warranty, covenant or agreement that is the subject of a claim which is asserted prior to the expiration of the survival period set forth in this Section 10.12, shall survive with respect to such claim or dispute until the final resolution thereof; provided, however, that unless Purchaser shall notify the Company of any Claim or Damages at least ten (10) days prior to the Closing. Purchaser’s knowledge expiration of the survival period set forth in clause (a) or (b) above, the Company shall mean the present actual knowledge of Xxxxxxx Xxxxxx have no obligation to indemnify Purchaser under Section 8.1(a) with respect to such Claim or Xxxxxxx XxxxxxxxDamages.

Survival of Representations, Warranties and Covenants. The representations and warranties Notwithstanding anything to the contrary in this Agreement, any Ancillary Agreement or any Certificate or Schedule delivered pursuant hereto or thereto, the Parties hereby agree that none of Seller the representations, warranties, covenants or agreements set forth in Subsections 8.1 this Agreement, any Ancillary Agreement or in any Certificate or Schedule delivered pursuant hereto or thereto will survive the Closing, other than (ai) through the covenants and agreements set forth in Article VIII, Article XII or Article XIII that are required to be performed after the Closing (gcollectively, the “Surviving Covenants”), (iii) Section 4.25, Section 5.6, and Section 6.11); provided, that Buyer’s obligation to pay the Closing Date Consideration and deliver the other consideration contemplated by this Agreement shall survive the Closing until fully satisfied in accordance with the terms hereof, or (jiii) and (k) in the event of Fraud of such Party. The Surviving Covenants will survive the Closing for a period of six (6) monthsonly in accordance with the terms thereof, and, after which time they the Closing, there will merge into be no liability on the Deedpart of, nor will any claim be made by, any Party or any of their respective Affiliates in respect of (a) any covenant or agreement in this Agreement to be performed prior to the Closing (including any covenant set forth in Article VII) or (b) any representation or warranty in this Agreement. The It is the express intent of the Parties that the survival of the representations and warranties of Seller set forth and pre-Closing covenants in Subsection 8.1 this Agreement and any other purported representation, warranty or covenant (hother than Surviving Covenants) will survive and the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any associated right to bring any action against Seller as a result of any untruth or inaccuracy claim for a breach of such representations, warranties or certifications, unless and until covenants) is shorter than the aggregate amount statute of all liability and losses arising out of any limitations that would otherwise have been applicable to such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein ifcovenants, prior and, by Contract, the applicable statute of limitations with respect to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s such representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations covenants (and the Termination Surviving Obligations will survive Closing without limitation unless associated right to bring a specified period is otherwise claim for a breach of such representations, warranties or covenants) are hereby reduced so they terminate at the Closing, as provided in this AgreementSection 11.1. All other representations, warranties, covenants The terms of this Agreement were specifically bargained-for among the Parties and agreements made or undertaken were taken into account by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Parties in arriving at the Closing but will be merged into Date Consideration. Each of the Deed Parties acknowledges that this Agreement results from arm’s-length negotiations among the Parties and other Closing documents delivered at embodies the Closing. Purchaser’s knowledge shall mean the present actual knowledge justifiable expectations of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxsophisticated parties derived from arm’s-length negotiations.

Survival of Representations, Warranties and Covenants. The representations (a) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller set forth in Subsections 8.1 this Agreement and Seller’s liability under any provision of this Agreement, and under any Closing Document (a) through (gas defined below), (i), (j) and (k) will survive the Closing for a period ending on November 30, 2016; provided however, that if Purchaser delivers written notice(s) to Seller(s) of six a breach of a representation, warranty or covenant of Seller(s) prior to the expiration of such period (6such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) monthsshall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, after which time they will merge into if applicable, the Deed. The representations and warranties resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the DeedSurvival Period”). Purchaser will shall not have any right to bring any action for monetary damages against Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties or certificationsany Closing Document, or (ii) the failure of Seller to perform its obligations under any other provision of this Agreement, or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and losses with respect costs due to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, Purchaser) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess100,000. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, one percent (1%) of the sum of Six Million Dollars ($6,000,000.00Purchase Price. In order to secure Seller’s obligations set forth in this Section 16.1(a). , Seller shall have no liability with respect cause Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, (“Guarantor”), to any execute and deliver a guaranty in favor of Purchasers guaranteeing Seller’s representations, warranties or certifications herein if, prior to obligations under this Section 16.1(a) for the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections duration of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates Survival Period (the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx“Guaranty”).

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other respective representations, warranties, covenants and agreements made of Sellers and of Buyer contained in this Agreement (or undertaken by Seller under in any certificate delivered in connection herewith) and all waivers, disclaimers and limitations of Sellers’ liability contained in this Agreement, unless otherwise specifically provided hereinshall (a) in the case of the representations and warranties, will survive the Closing Date for a period of twelve (12) months after the Closing Date, except that (i) the representations and warranties in Section 3.1 (Organization), Section 3.2 (Authorization; Enforceability), Section 3.6 (Ownership of Company Units), Section 4.1 (Organization), Section 4.3 (Capitalization; Subsidiaries), solely with respect to Taxes resulting from the income of the Company, Section 4.7 (Taxes) and Section 4.12 (Employee Benefit Plans) shall survive the Closing Date until the 30th day after the expiration of the statute of limitations applicable thereto and (ii) the representations and warranties in Section 4.18 (Gas in Place) shall not survive the Closing but will be merged into Date, (b) in the Deed case of any of the Parties’ respective covenants and agreements which contain other express survival periods or contemplate future performance or obligations, survive the Closing documents delivered at Date for the Closingperiod provided in accordance with their express terms, (c) in the case of all covenants and agreements not covered by the immediately preceding clause (b), survive the Closing Date for the period until they are fully performed and (d) in the case of all waivers, disclaimers and limitations of Sellers’ liability, survive the Closing Date indefinitely. Purchaser’s knowledge No Party shall mean have any liability for indemnification claims made under this Article IX with respect to any such representation, warranty, covenant or agreement unless a written notice of claim (describing in reasonable detail the present actual knowledge claim, including an estimate of Xxxxxxx Xxxxxx Losses attributable to such claim) is provided by the non-breaching Party to the other Parties prior to the expiration of any applicable survival period for such representation, warranty, covenant or Xxxxxxx Xxxxxxxxagreement provided in this Section 9.1. If a written notice of claim has been timely given in accordance with this Agreement prior to the expiration of any applicable survival period for such representation, warranty, covenant or agreement, then the applicable representation, warranty, covenant or agreement shall survive as to such claim, until such claim has been finally resolved.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections Section 8.1 (a) through (g), (i), (j) or in any Seller Closing Documents and (k) the covenants of Seller set forth in Section 7.1 will survive the Closing for a period of six twelve (612) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the DeedDeeds. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, representations or warranties or certificationsany such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsinaccuracy, or any such breach, exceeds Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000.00); and then only to 25,000) per Project from the extent of such excessfirst dollar. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six One Million and No/100 Dollars ($6,000,000.00)1,000,000.00) per Project. Seller shall have no liability with respect to any of Seller’s representationssuch representation, warranties warranty or certifications herein covenant if, prior to the Closing, Purchaser obtains has knowledge (from whatever sourceof any breach of such representation, includingwarranty or covenant, without limitationor any Document made available for Purchaser’s review, any tenant estoppel certificatescertificate, as a result of Purchaser’s due diligence teststest, investigations and inspections investigation or inspection of the PropertyProperty by Seller, or written disclosure by Seller or Seller’s agents and employees) employees discloses one or more facts that contradicts conflict with any of Seller’s representationssuch representation, warranties warranty or certificationscovenant, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing or termination of this Agreement, as applicable, without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed Deeds and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections Section 8.1 (a) through (g), (i), (j) and (k) or elsewhere in this Agreement will survive the Closing for a period of six nine (69) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy breach of such representations, representations or warranties or certifications, unless and until the aggregate amount of all liability liabilities and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, breaches exceeds Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) (the "Minimum Threshold"); provided, however, if the Minimum Threshold is reached, then Seller’s liability shall revert back and then only to cover the extent first dollar of such excessliabilities and losses and shall not be limited to only the excess of such liabilities and losses above the Minimum Threshold. In addition, in no event will the Seller’s and the M-C Sellers’ collective 's liability for all such breaches exceed, in the aggregate, the sum of Six Two Million Dollars ($6,000,000.002,000,000). Seller shall have no liability with respect to any of Seller’s representations, 's representations or warranties or certifications herein if, prior to the Closing, Purchaser obtains actual knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s 's due diligence tests, investigations and inspections of the Property, the Tenant’s estoppel certificate, or written disclosure by Seller or Seller’s 's agents and employees) that contradicts any of Seller’s representations, 's representations or warranties or certificationsherein are inaccurate, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. Except as set forth in the final sentence of this Section 8.3, Purchaser shall conclusively be deemed to have actual knowledge that a representation or warranty was inaccurate if (i) Purchaser or any of its directors, officers, employees, agents, consultants or representatives had actual knowledge that the representation or warranty was inaccurate, incomplete or misleading, or had actual knowledge of any information or fact which would render the representation or warranty inaccurate, incomplete or misleading, or (ii) this Agreement, any Exhibit or any Documents made available through the Data Room in accordance with Section 5.2, or any studies, tests, analysis, investigations or reports prepared by or for Purchaser, its employees, agents, attorneys, accountants, investors or other representatives contains information which is inconsistent with a representation or warranty. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge Notwithstanding anything to the contrary contained in this Section 8.3, as to the content of Documents made available to Purchaser through the Data Room, Purchaser shall mean the present not be deemed to have actual knowledge thereof nor that a representation or warranty of Xxxxxxx Xxxxxx Seller made herein is inaccurate to the extent that such content is contradictory to a representation or Xxxxxxx Xxxxxxxxwarranty of Seller set forth in this Agreement and Seller had Knowledge of such inaccuracy.

Survival of Representations, Warranties and Covenants. The representations (a) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller Sellers set forth in Subsections 8.1 this Agreement and Sellers’ liability under any provision of this Agreement, and under any Closing Document (a) through (gas defined below), (i), (j) and (k) will survive the Closing for a period ending on November 30, 2016; provided however, that if Purchaser delivers written notice(s) to Seller(s) of six a breach of a representation, warranty or covenant of Seller(s) prior to the expiration of such period (6such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) monthsshall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, after which time they will merge into if applicable, the Deed. The representations and warranties resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the DeedSurvival Period”). Purchaser will shall not have any right to bring any action for monetary damages against such Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties or certificationsany Closing Document, or (ii) the failure of Sellers to perform their obligations under any other provision of this Agreement, or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and losses with respect costs due to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, Purchaser) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess100,000. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, the sum of Six Million Dollars one percent ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections 1%) of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this AgreementPurchase Price. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided In order to secure Sellers’ obligations set forth in this Agreement. All other representationsSection 16.1(a), warrantiesSellers shall cause Xxxxx Real Estate Investment Trust, covenants Inc., a Maryland corporation, (“Guarantor”), to execute and agreements made or undertaken by Seller deliver a guaranty in favor of Purchasers guaranteeing Sellers’ obligations under this Agreement, unless otherwise specifically provided herein, will not survive Section 16.1(a) for the Closing but will be merged into duration of the Deed and other Closing documents delivered at Survival Period (the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx“Guaranty”).

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)Article 2 are made as of the Effective Date and the Closing Date, (i)and shall not be deemed to be merged into or waived by the instruments of Closing, (j) and (k) will but shall survive the Closing for a period of six 12 months (6) months, after which time they will merge into the Deed“Survival Period”). The representations and warranties of Seller All covenants set forth in Subsection 8.1 (h) will this Agreement shall survive the Closing indefinitely and shall not be deemed to be merged into or waived by the instruments of Closing. Terms such as “to iStar’s Knowledge,” “to the best of iStar’s Knowledge” or like phrases mean the actual knowledge of Xxx Xxxxxxxx, Xxxx Xxxxx and Xxxxxxxx Xxxxxx (“iStar’s Representatives”), without any duty of inquiry or investigation; provided that so qualifying iStar’s knowledge shall in no event give rise to any personal liability on the part of iStar’s Representatives, or any of them, or any other officer or employee of iStar, on account of any breach of any representation or warranty made by iStar herein. Said terms do not include constructive knowledge, imputed knowledge, or knowledge iStar or such persons do not have but could have obtained through further investigation or inquiry. No broker, agent, or party other than iStar is authorized to make any representation or warranty for or on behalf of iStar. Each party shall have the right to bring an action against the other on the breach of a period of one representation or warranty or covenant hereunder or in the documents delivered by iStar at the Closing, but only on the following conditions: (1) yearthe party bringing the action for breach first learns of the breach after Closing and, after which time they will merge into in the Deed. Purchaser will not case of a claim for breach of representatives or warranties, files such action within the Survival Period and (2) neither party shall have any the right to bring any a cause of action against Seller as for a result breach of any untruth a representation or inaccuracy warranty or covenant unless the damage to such party on account of such representations, warranties breach (individually or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with damages from other breaches) equals or exceeds the aggregate amount greater of all liability and losses with respect to (a) 4.5% of the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsindemnity cap or (b) $250,000, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. Neither party shall have any liability after Closing for the breach of a representation or warranty or covenant hereunder of which the other party hereto had knowledge as of Closing. Notwithstanding any other provision of this Agreement, any agreement contemplated by this Agreement, or any rights which Safety, the Operating Partnership might otherwise have at law, equity, or by statute, whether based on contract or some other claim, Safety, the Operating Partnership agree that: (i) any liability of iStar to Safety, the Operating Partnership and their affiliates will be limited to $5,100,000; and (ii) iStar may satisfy any liability to Safety, the Operating Partnership and their affiliates in full by delivering (a) a number of shares of Safety Common Stock equal to the total liability of iStar divided by the Value of the Safety Common Stock on the date that is three Trading Days prior to, but excluding, the date on which Safety and the Operating Partnership notified iStar in writing of the claims that resulted in the liability; (b) a cash lump sum; or (c) a combination of cash and Safety Common Stock valued in accordance with subclause (a). In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior either party be liable to the Closingother party for incidental, Purchaser obtains knowledge (from whatever sourceconsequential, including, without limitation, any tenant estoppel certificates, or punitive damages as a result of Purchaser’s due diligence tests, investigations and inspections the breach of the Property, any or written disclosure by Seller all representations or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by set forth in this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in provisions of this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not Section 3.1 shall survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxand Xxxxxx Xxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a8.1(a) through (g), (i), (j) ), and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h), (l), (m), and (n) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Four Hundred Seventy Thousand Dollars ($6,000,000.00470,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. In addition, with respect to any claim asserted or damage suffered by it with respect to any ROFO Rights, Purchaser shall first look to the issuer of its title insurance policy. To that end, Purchaser will not have any right to pursue any action against Seller (other than the filing of notice required to preserve its claim) as a result of any untruth or inaccuracy of any of the representations or warranties made by Seller in Subsections 8.1(l), (m) or (n) until Purchaser has pursued and exhausted all actions and claims for coverage available to it under the title insurance policy issued to Purchaser in connection with Purchaser’s acquisition of the Property with respect to any claims or damages resulting or arising from any ROFO Rights. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxand Xxxxxx Xxxxxxx.

Survival of Representations, Warranties and Covenants. The Parties, intending to contractually agree on the applicable statute of limitations, agree that all representations and warranties of Seller (other than Fundamental Representations and the representation and warranties set forth in Subsections 8.1 Section 3.19 (aEnvironmental Liabilities)) through (g), (i), (j) and (k) will shall survive the Closing for a period until the date that is eighteen (18) months after the Closing Date, and all liabilities of six (6) months, after which time they will merge into the Deed. The Sellers in connection with their respective representations and warranties of Seller (other than Fundamental Representations and the representation and warranties set forth in Subsection 8.1 Section 3.19 (hEnvironmental Liabilities)) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses remedies exercisable by Buyer with respect to such representations and warranties, together with all liabilities of Buyer in connection with its representations and warranties (other than Fundamental Representations and the representation and warranties set forth in Section 3.19 (Environmental Liabilities)) and all remedies exercisable by the Sellers with respect to such representations and warranties, will terminate eighteen (18) months after the Closing Date. The Parties, intending to contractually agree on the applicable statute of limitations, agree that the representations and warranties made by in Section 3.1 (Due Organization and Good Standing), Section 3.2 (Authorization of Transactions), Section 3.3 (Conveyed Entities; Capital Structure; Subsidiaries), Section 3.12 (Taxes), Section 3.26 (Seller Brokers’ Fees), Section 4.1 (Due Organization and Good Standing), Section 4.2 (Authorization of Transactions) and Section 4.9 (Buyer Brokers’ Fees) (collectively, the M-C Sellers pursuant “Fundamental Representations”) shall survive the Closing until thirty (30) days after the expiration of the statute of limitations applicable to the Other P&S Agreementsmatters to which the applicable Fundamental Representation relates. The Parties, exceeds Two Hundred Fifty Thousand Dollars intending to contractually agree on the applicable statute of limitations, agree that the representations and warranties in Section 3.19 ($250,000.00); Environmental Liabilities) shall survive the Closing until the date that is four (4) years from the Closing Date. The covenants and then only agreements of the Parties contained in this Agreement (i) that are performed at or prior to Closing shall survive the Closing through and until the date that is eighteen (18) months after the Closing Date and (ii) that are required to be performed after the Closing shall continue in full force and effect and survive in accordance with their respective terms. Notwithstanding anything in this Agreement to the extent contrary, no action for indemnification or otherwise with respect to breach of any representation, warranty or covenant under this Agreement may be brought, and no litigation with respect thereto commenced, and the Party making such excess. In additionrepresentation, warranty or covenant shall have no obligation with respect thereto, unless written notice thereof shall have been delivered to the Party against whom a claim is sought to be made on or before the expiration of the survival period with respect to that representation, warranty or covenant, if any, specified above, in no event will which case the Seller’s representations and warranties covenants, as applicable, that are the M-C Sellers’ collective liability for all subject of each such breaches exceedclaim shall survive until such claim is fully resolved. Notwithstanding anything in this Agreement to the contrary, in the aggregateevent of any breach or alleged breach of any representation, warranty or covenant (a) by any Seller that results from fraud of a 80 Seller or (b) by Buyer that results from fraud of Buyer, then, in each case, such representation, warranty or covenant shall survive the sum of Six Million Dollars ($6,000,000.00). Seller Closing and shall have no liability continue in full force and effect without any time limitation with respect to any of Seller’s representations, warranties such breach or certifications alleged breach. Notwithstanding anything herein if, prior to the Closingcontrary, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections nothing in this Agreement shall operate to limit the liability of the Property, Sellers or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this AgreementBuyer for fraud. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.Section 8.2

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections Section 8.1 (a) through (g), (i), (j) and (k) and/or expressly stated elsewhere in this Agreement will survive the Closing for a period of six three hundred sixty-five (6365) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00)days. Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications and covenants herein if, prior to the Closing, Purchaser has knowledge of any breach of a covenant of Seller herein, or Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certificationsand covenants herein, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. In the event the Seller’s representations, and warranties herein are not materially true, accurate and complete as of the Closing Date, Purchaser may, as Purchaser’s sole and exclusive remedy, elect by written notice to Seller within fifteen (15) Business Days after Purchaser obtains knowledge of any breach to terminate this Agreement, in which event Purchaser will receive from the Escrow Agent the Xxxxxxx Money Deposit together with all interest accrued thereon and Seller shall pay to Purchaser an amount equal to its reasonable out-of-pocket expenses incurred by Purchaser such amount not to exceed Five Hundred Thousand Dollars ($500,000.00), whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreementlimitation. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing Date but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The Except for the representations and warranties comprising the Closing Surviving Obligations, the representations and warranties of Seller set forth in Subsections Section 8.1 (a) through (g), (i), (j) and (k) the certifications contained in any Seller estoppels delivered under the second paragraph of Section 7.2 will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations Deed and warranties automatically terminate and expire, unless, prior to the expiration of such six (6) month period, Purchaser shall have provided Seller set forth with a written notice alleging that Seller is in Subsection 8.1 (h) will breach of such representation or warranty and specifying in reasonable detail the nature of such breach in which case such representation or warranty shall survive the Closing for a period of one (1) year, after which time they will merge into the Deeduntil such claim is resolved. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth untruths or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsinaccuracies, exceeds exceed Two Hundred Fifty Seventy Thousand Dollars ($250,000.00270,000) (the “Minimum Threshold”); provided, however, if the Minimum Threshold is reached, then Seller’s liability shall revert back and then only to cover the extent first dollar of such excessliabilities and losses and shall not be limited to only the excess of such liabilities and losses above the Minimum Threshold. In addition, in no event will the Seller’s and the M-C Sellers’ collective 's liability for all such breaches untruths or inaccuracies exceed, in the aggregate, the sum of Six Two Million Three Hundred Fifty Thousand Dollars ($6,000,000.002,350,000). Seller shall have no liability with respect to any of Seller’s representations, 's representations or warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s 's due diligence tests, investigations and inspections of the Property, the Tenant’s estoppel certificate, or written disclosure by Seller or Seller’s 's agents and employees) that contradicts any of Seller’s representations, 's representations or warranties or certificationsherein are inaccurate, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. Purchaser shall conclusively be deemed to have knowledge that a representation or warranty was inaccurate if (i) Purchaser or any of its directors, officers, employees, agents, consultants or representatives had actual knowledge that the representation or warranty was inaccurate, incomplete or misleading, or had actual knowledge of any information or fact which would render the representation or warranty inaccurate, incomplete or misleading, or (ii) this Agreement, any Exhibit hereto, any document furnished to Purchaser by Seller or by any third party, or any studies, tests, analysis, investigations or reports prepared by or for Purchaser, its employees, agents, attorneys, accountants, investors or other representatives contains information which is inconsistent with a representation or warranty. Notwithstanding anything to the contrary contained herein, for the purposes of calculating liability, if such claim relates to a breach of a representation or warranty and such representation or warranty is qualified in any respect by materiality, for the purposes of calculating liability such materiality qualification will be ignored. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise expressly provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller or Purchaser, as applicable, under this Agreement, unless otherwise specifically provided herein, will shall not survive the Closing but will shall be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.ARTICLE IX

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (gXxxxxxx 0.0(x), (ix), (jx), (x), (x), (x) and (kl) (the “Limited Survival Representations and Warranties”) will survive the Closing for a period of six nine (69) months, after which time they will merge into and the Deed. The representations representations, warranties, covenants and warranties agreements of Seller set forth in Subsection 8.1 (hSection 8.1(k) will survive the Closing for a period of one two (12) yearyears, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of any Limited Survival Representations and Warranties, or any such representations, warranties or certificationsbreach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsinaccuracy, or any such breach, exceeds Two Hundred Fifty Thousand Dollars ($250,000.0050,000); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Seven Million Seven Hundred Thousand Dollars ($6,000,000.007,700,000). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein such Limited Survival Representations and Warranties if, prior to the Closing, Purchaser obtains has knowledge (from whatever sourceof any breach of such representation, includingwarranty, without limitationcertification or covenant, or any Document made available for Purchaser’s review as set forth in Section 8.1(i), tenant estoppel certificatescertificate, as a result of Purchaser’s due diligence teststest, investigations and inspections investigation or inspection of the PropertyProperty by Purchaser or any Licensee Party, or written disclosure by Seller or Seller’s agents or employees delivered to Purchaser discloses one or more facts that conflict with any such Limited Survival Representations and employees) that contradicts any of Seller’s representations, warranties or certificationsWarranties, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing or termination of this Agreement, as applicable, without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but for nine (9) months or two (2) years, as the case may be, and will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The Unless otherwise set forth herein, all representations and warranties of Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements contained in or made pursuant to this Agreement or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will in any certificate furnished pursuant hereto shall survive (and not survive be affected in any respect by) the Closing but will be merged into and any investigation conducted by Buyer or Seller and any information which Buyer may receive, and shall remain in full force and effect as follows: (a) except as otherwise specified below, representations and warranties of Buyer and Seller shall survive for a period of eighteen (18) months after the Deed Closing Date; (b) Seller's obligation to settle and other pay all amounts owing in connection with Section 2.5(c) for CAD and NEER xxxigations which arose prior to the Closing documents delivered at Date shall remain the Closing. Purchaser’s knowledge sole responsibility of Seller after the Closing Date until the applicable statute of limitations expires; (c) Seller's representations and warranties set forth in Sections 5.7 and 5.10 and the indemnity for Taxes under Section 10.1(c) shall mean survive until one hundred twenty (120) days after the present actual knowledge expiration of Xxxxxxx Xxxxxx the applicable statute of limitations (including extensions thereof); (d) Seller's representations and warranties set forth in Section 5.11 shall survive for a period of five (5) years after the Closing Date; (e) Seller's representations and warranties set forth in Sections 5.1, 5.2, 5.13 and 5.23 shall continue in full force and effect in perpetuity; (f) Buyer's representations and warranties set forth in Sections 4.1, 4.2 and 4.6 shall continue in full force and effect in perpetuity; (g) the covenants and agreements of the parties hereto shall continue in full force and effect in accordance with their terms, (h) Seller's representations and warranties set forth in Sections 5.16(a)(vi) and 5.16(b)(vi) shall expire 30 days after the Closing Date, and (i) any representation or Xxxxxxx Xxxxxxxxwarranty or covenant that is the subject of a claim or dispute which is asserted in writing prior to the expiration of the applicable period set forth above shall survive with respect to such claim or dispute until the final resolution thereof.

Survival of Representations, Warranties and Covenants. The Parties, intending to contractually agree on the applicable statute of limitations, agree that all representations and warranties of Seller (other than Fundamental Representations and the representation and warranties set forth in Subsections 8.1 Section 3.19 (aEnvironmental Liabilities)) through (g), (i), (j) and (k) will shall survive the Closing for a period until the date that is eighteen (18) months after the Closing Date, and all liabilities of six (6) months, after which time they will merge into the Deed. The Sellers in connection with their respective representations and warranties of Seller (other than Fundamental Representations and the representation and warranties set forth in Subsection 8.1 Section 3.19 (hEnvironmental Liabilities)) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses remedies exercisable by Buyer with respect to such representations and warranties, together with all liabilities of Buyer in connection with its representations and warranties (other than Fundamental Representations and the representation and warranties set forth in Section 3.19 (Environmental Liabilities)) and all remedies exercisable by the Sellers with respect to such representations and warranties, will terminate eighteen (18) months after the Closing Date. The Parties, intending to contractually agree on the applicable statute of limitations, agree that the representations and warranties made by in Section 3.1 (Due Organization and Good Standing), Section 3.2 (Authorization of Transactions), Section 3.3 (Conveyed Entities; Capital Structure; Subsidiaries), Section 3.12 (Taxes), Section 3.26 (Seller Brokers’ Fees), Section 4.1 (Due Organization and Good Standing), Section 4.2 (Authorization of Transactions) and Section 4.9 (Buyer Brokers’ Fees) (collectively, the M-C Sellers pursuant “Fundamental Representations”) shall survive the Closing until thirty (30) days after the expiration of the statute of limitations applicable to the Other P&S Agreementsmatters to which the applicable Fundamental Representation relates. The Parties, exceeds Two Hundred Fifty Thousand Dollars intending to contractually agree on the applicable statute of limitations, agree that the representations and warranties in Section 3.19 ($250,000.00); Environmental Liabilities) shall survive the Closing until the date that is four (4) years from the Closing Date. The covenants and then only agreements of the Parties contained in this Agreement (i) that are performed at or prior to Closing shall survive the Closing through and until the date that is eighteen (18) months after the Closing Date and (ii) that are required to be performed after the Closing shall continue in full force and effect and survive in accordance with their respective terms. Notwithstanding anything in this Agreement to the extent contrary, no action for indemnification or otherwise with respect to breach of any representation, warranty or covenant under this Agreement may be brought, and no litigation with respect thereto commenced, and the Party making such excess. In additionrepresentation, warranty or covenant shall have no obligation with respect thereto, unless written notice thereof shall have been delivered to the Party against whom a claim is sought to be made on or before the expiration of the survival period with respect to that representation, warranty or covenant, if any, specified above, in no event will which case the Seller’s representations and warranties covenants, as applicable, that are the M-C Sellers’ collective liability for all subject of each such breaches exceedclaim shall survive until such claim is fully resolved. Notwithstanding anything in this Agreement to the contrary, in the aggregateevent of any breach or alleged breach of any representation, warranty or covenant (a) by any Seller that results from fraud of a 80 Seller or (b) by Buyer that results from fraud of Buyer, then, in each case, such representation, warranty or covenant shall survive the sum of Six Million Dollars ($6,000,000.00). Seller Closing and shall have no liability continue in full force and effect without any time limitation with respect to any of Seller’s representations, warranties such breach or certifications alleged breach. Notwithstanding anything herein if, prior to the Closingcontrary, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections nothing in this Agreement shall operate to limit the liability of the Property, Sellers or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxBuyer for fraud.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)If the Merger is consummated, (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the MCompany herein, in the Company Disclosure Letter (including any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is eighteen (18) months following the Closing Date (the “Non-C Sellers Fundamental Survival Date”); provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations and for claims against the Converting Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the Other P&S AgreementsStockholders’ Agent on or prior to the Escrow Release Date in accordance with Article VIII shall be affected by the expiration of such representations and warranties; provided, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out, resulting from or in connection with any fraud, intentional misrepresentation or willful breach by or on behalf of the Company or any representative of the Company or, with respect to a Converting Holder, only to the extent of such excessConverting Holder has actually participated in such fraud, intentional misrepresentation or willful breach, which rights shall survive indefinitely. In additionIf the Merger is consummated, in no event will the Seller’s representations and the M-C Sellers’ collective liability for all such breaches exceed, warranties made by Acquirer herein and in the aggregateother certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants, agreements and obligations of the sum parties hereto shall expire and be of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any further force or effect as of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever sourceexcept to the extent such covenants, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations agreements and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) obligations provide that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will they are to be merged into the Deed and other Closing documents delivered at performed after the Closing. Purchaser’s knowledge ; provided that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of a covenant, agreement or obligation shall mean be affected by the present actual knowledge expiration of Xxxxxxx Xxxxxx such covenant, agreement or Xxxxxxx Xxxxxxxxobligation.

Survival of Representations, Warranties and Covenants. The representations 110. Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller set forth in Subsections 8.1 this Agreement and Seller’s liability under any provision of this Agreement, any Seller Certificate and under any Closing Document (aas defined below) through (gcollectively, “Seller’s Surviving Obligations”), (i), (j) and (k) will survive the Closing for until December 15, 2021 (the “Survival Period”). Notwithstanding the immediately preceding sentence or any other provision herein to the contrary, if Seller obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a period of six (6) monthsTenant before or after Closing, after which time they will merge into the Deed. The then all representations and warranties of made 40 by Seller set forth that are covered in Subsection 8.1 (h) will survive the Closing for a period of one (1) yearsuch estoppel certificate shall be null and void, after which time they will merge into the Deedand Purchaser shall accept such estoppel certificate in place thereof. Purchaser will shall not have any right to bring any action for monetary damages against Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties any Seller Certificate or certificationsany Closing Document, or (ii) the failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and losses with respect costs due to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, Purchaser) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess100,000. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, any Seller Certificate or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, two percent (2%) of the sum of Six Purchase Price. Seller has caused HGR Liquidating Trust, a Maryland statutory trust (“Guarantor”) to execute a joinder to this Agreement guaranteeing Seller’s Surviving Obligations for the Survival Period (the “Seller Guaranty”). In connection with (a) the preceding sentence, Guarantor hereby waives any and all legal requirements that Purchaser institute any action or proceeding at law or in equity against Seller or any other person; and (b) the Seller Guaranty, Guarantor (or its successor) will maintain a net worth equal to at least Seven Million and No/100 Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to 7,000,000.00) during the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxSurvival Period.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections Section 8.1 (a) through (g), (i), (j) and (k) or elsewhere in this Agreement will survive the Closing for a period of six nine (69) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy breach of such representations, representations or warranties or certifications, unless and until the aggregate amount of all liability liabilities and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, breaches exceeds Two Hundred Fifty Thousand Dollars ($250,000.0050,000); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective 's liability for all such breaches exceed, in the aggregate, the sum of Six Two Million Dollars ($6,000,000.002,000,000). Seller shall have no liability with respect to any of Seller’s representations, 's representations or warranties or certifications herein if, prior to the Closing, Purchaser obtains actual knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s 's due diligence tests, investigations and inspections of the Property, the Tenant's estoppel certificate, or written disclosure by Seller or Seller’s 's agents and employees) that contradicts any of Seller’s representations, 's representations or warranties or certificationsherein are inaccurate, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. Except as set forth in the final sentence of this Section 8.3, Purchaser shall conclusively be deemed to have actual knowledge that a representation or warranty was inaccurate if (i) Purchaser or any of its directors, officers, employees, agents, consultants or representatives had actual knowledge that the representation or warranty was inaccurate, incomplete or misleading, or had actual knowledge of any information or fact which would render the representation or warranty inaccurate, incomplete or misleading, or (ii) this Agreement, any Exhibit or any Documents made available through the Data Room in accordance with Section 5.2, or any studies, tests, analysis, investigations or reports prepared by or for Purchaser, its employees, agents, attorneys, accountants, investors or other representatives contains infom1ation which is inconsistent with a representation or warranty. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge Notwithstanding anything to the contrary contained in this Section 8.3, as to the content of Documents made available to Purchaser through the Data Room, Purchaser shall mean the present not be deemed to have actual knowledge thereof nor that a representation or warranty of Xxxxxxx Xxxxxx Seller made herein is inaccurate to the extent that such content is contradictory to a representation or Xxxxxxx Xxxxxxxxwarranty of Seller set forth in this Agreement and Seller had Knowledge of such inaccuracy.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)The respective representations, (i)warranties and covenants of each of the Parties hereto contained in this Agreement and each Additional Document shall be deemed to be material and to have been relied upon by the Parties hereto, (j) and (k) will shall survive the Closing for a period Closing, and the consummation of six (6) monthsthe transactions contemplated hereby, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result regardless of any untruth investigation made by or inaccuracy of on behalf of, or disclosure to, any Party to whom such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth covenants have been made. No Party or inaccuracy when combined with the aggregate amount of all liability and losses other Person entitled to indemnification under this Article IX shall seek indemnification with respect to a breach of any representation or warranty in Article V or VI of this Agreement more than 18 months after the Closing, except insofar as (i) any Party or other Person entitled to indemnification under this Article shall have asserted a Claim for indemnification under this Article IX (an “Indemnity Claim”) in writing prior to the expiration of such 18-month period (said period ending 18 months after the Closing as so extended being called the “Indemnification Period”), (ii) any Indemnity Claim relating to Section 5.1, 5.2, 5.4(a), 5.4(b), 5.12(a)(i), 5.21, 6.1 or 6.4, it being agreed that the representations and warranties made by in those Sections shall continue indefinitely following the M-C Sellers pursuant Closing (regardless of whether the facts giving rise to such Indemnity Claim are also the subject of any expired representation and warranty), (iii) any Indemnity Claim relating to Section 5.25 or 5.26, it being agreed that the representations and warranties of those Sections shall continue for three years after the Closing (regardless of whether the facts giving rise to such Indemnity Claim are also the subject of any expired representation and warranty) and shall then expire, (iv) any Indemnity Claim relating to Sections 5.9(b) or 5.9(c), it being agreed that the representations and warranties in those Sections shall continue until 66 months after the Closing (regardless of whether the facts giving rise to such Claim are also the subject of any expired representation or warranty), (v) any Indemnity Claim relating to Sections 5.11(b), 5.11(c), or 5.29(i), (ii) or (iv), it being agreed that the representations and warranties of Sections 5.11(b) and 5.29(i), (ii) and (iv) (to the Other P&S Agreementsextent such representations in Section 5.29 relate to Equipment) shall continue for 30 days after the Closing, exceeds Two Hundred Fifty Thousand Dollars and the representations and warranties of Section 5.11(c) and Section 5.29(i), ($250,000.00ii) and (iv) (to the extent such representations in Section 5.29 relate to buildings, structures and other fixtures) shall continue for 60 days after the Closing, and in each case shall then expire; (vi) any Indemnity Claim relating to Section 5.10, it being agreed that the representations and warranties of Section 5.10 shall continue until the applicable statute of limitations thereto including any extensions thereof and shall then expire; (vii) any Indemnity Claim relating to the first, second or fourth sentences of Section 5.11(a), it being agreed that such representations shall continue for five years after the Closing (regardless of whether the facts giving rise to such Claim are also the subject of any expired representation or warranty); and then only (viii) any Indemnity Claim based on fraud, willful misconduct or intentional misrepresentation of the Sellers in or in connection with this Agreement (collectively, “Fraud”) shall continue indefinitely following the Closing (regardless of whether the facts giving rise to such Indemnity Claim are also the extent subject of such excess. In addition, in no event will the Seller’s any expired representation and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00warranty). Seller shall have no liability with The rights and remedies of any Person based upon, arising out of or otherwise in respect to of any inaccuracy in or breach of Seller’s representationsany representation, warranties warranty, covenant or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever sourceagreement contained in this Agreement, including, without limitation, the right of Purchaser Indemnified Parties to be indemnified for Excluded Liabilities, shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any tenant estoppel certificatesclaim of any such inaccuracy, breach or indemnity is based also may be the subject matter of any representation, warranty, covenant or agreement contained in this Agreement or any Additional Document as a result of Purchaser’s due diligence tests, investigations and inspections of to which there is no inaccuracy or breach or as to which the PropertyBasket or Cap applies, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates as to which the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxIndemnification Period has expired.

Survival of Representations, Warranties and Covenants. The Each of the Parties hereto hereby agrees that representations and warranties made by or on behalf of Seller set forth it in Subsections 8.1 (a) through (g), (i), (j) and (k) will this Agreement or in any document or instrument delivered pursuant hereto shall survive the Closing Date for a period of six (6) monthsmonths (the "SURVIVAL PERIOD"), after at which time point they will merge into shall terminate and no claim for indemnification thereafter shall be brought in respect of them, except that a representation or warranty with respect to Section 3.02 (Corporate Authorization), Section 3.04 (Noncontravention), Section 3.05 (Required Consents), Section 3.08 (SEC Filings; Financial Statements; Disclosure Controls), Section 3.10 (No Undisclosed Liabilities), Section 3.18 (No Violation of Law), Section 3.26 (Employee Benefit Plans), Section 3.27 (Employee and Labor Matters), Section 3.28 (Environmental Matters) and Article 7 (Tax Matters) shall survive until the Deedearlier of the expiration of two (2) years from the Closing Date or the liquidation or dissolution of CellStar, provided, however, that the liquidation or dissolution of CellStar shall not occur during the Applicable Period in accordance with Section 5.15 hereof. The representations and warranties of Seller covenants set forth in Subsection 8.1 (h) will this Agreement or any agreements executed pursuant hereto, shall survive the Closing for a period until such covenants have been performed or waived by the Party seeking enforcement thereof. Notwithstanding the right of one (1) yearBuyer to investigate the Purchased Assets, after which time they will merge into the Deed. Purchaser will not have Business and Seller and its Subsidiaries, and notwithstanding any right to bring any action against Seller knowledge determined or determinable by Buyer as a result of any untruth or inaccuracy such investigation, Buyer has the unqualified right to rely upon, and has relied upon, each of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); Seller and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided its Subsidiaries in this Agreement. All other representations, warranties, covenants and agreements made Agreement or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxpursuant hereto.

Survival of Representations, Warranties and Covenants. The (a) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties of Seller Sellers set forth in Subsections 8.1 this Agreement and Sellers’ liability under any provision of this Agreement, any Seller Certificate, and under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (a) through (g“Closing Documents”), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller Sellers as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties or certifications(ii) the failure of Sellers to perform its obligations under any other provision of this Agreement, any Seller Certificate, or any of the Closing Documents, unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with untruths, inaccuracies, breaches and failures applicable to a Property exceeds $150,000 for such Property, in which event, the aggregate full amount of all liability and losses with respect to the representations and warranties made by the Msuch claims DAL02:624104.4 LEGAL_US_W # 74790953.14 48 shall be actionable. The foregoing “floor” shall be determined on a Property-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excessby-Property basis. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, any Seller Certificate, or under any Closing Documents applicable to a Property exceed, in the aggregate, an amount equal to one and one-half percent (1.5%) of the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior Purchase Price allocated to the Closing, Purchaser obtains knowledge applicable Property. The foregoing “cap” shall apply on a Property-by-Property basis. The limitations on liability set forth in this Section 16.1(a) shall not apply to (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Propertyi) Sellers’ post-Closing obligations under Section 10.4 above, or written disclosure by Seller or Seller’s agents and employees(ii) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller Sellers’ obligations under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxSection 17.2 below.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a8.1(a) through (g), (i), (j) ), and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h), (l), (m), and (n) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, exceed the sum of Six One Million One Hundred Dollars ($6,000,000.001,100,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. In addition, with respect to any claim asserted or damage suffered by it with respect to any ROFO Rights, Purchaser shall first look to the issuer of its title insurance policy. To that end, Purchaser will not have any right to pursue any action against Seller (other than the filing of notice required to preserve its claim) as a result of any untruth or inaccuracy of any of the representations or warranties made by Seller in Subsections 8.1(l), (m) or (n) until Purchaser has pursued and exhausted all actions and claims for coverage available to it under the title insurance policy issued to Purchaser in connection with Purchaser’s acquisition of the Property with respect to any claims or damages resulting or arising from any ROFO Rights. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxand Xxxxxx Xxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller contained herein or in any writing or certificate delivered in connection with this Agreement, and the associated rights to indemnification herein, shall survive the Closing and thereupon terminate upon the Expiration Date; provided that notwithstanding the foregoing, (a) the representations and warranties set forth in Subsections 8.1 (a) through (g)Sections 2.2, (i)2.4, (j2.15(c)(ii) and 3.2 , and the associated rights to indemnification herein, shall survive indefinitely (kb) will the representations and warranties set forth in Section 2.11, and the associated rights to indemnification herein, shall survive until thirty days after the Closing expiration of the applicable statutes of limitations period and (c) the representations and warranties set forth in Sections 2.15 (other than the representations and warranties contained in Sections 2.15(c)(ii) and 2.19, and the associated rights to indemnification herein, shall survive for a period of six four (64) months, years after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period Date (each of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made contained in Sections 2.2, 2.4, 2.11, 2.15 and 2.19 an “Excluded Rep” and collectively, the “Excluded Reps”). All covenants and agreements contained herein, and their associated right to indemnification, which by the M-C Sellers pursuant their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Other P&S AgreementsClosing Date, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to shall survive the extent of such excess. In addition, Closing in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability accordance with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreementtheir terms. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will contained herein shall not survive the Closing but will and shall thereupon terminate, except that claims for indemnification in respect of any breach thereof may be merged into made at any time up until the Deed Expiration Date. Notwithstanding the foregoing, if prior to the date of expiration a specific state of facts shall have become known which may constitute or give rise to a claim for which indemnity may be payable pursuant hereto, and other Closing documents delivered at the Closing. Purchaser’s knowledge indemnified party shall mean have given written notice of such facts to the present actual knowledge indemnifying party prior to such date of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxexpiration, then the right to indemnification with respect thereto shall remain in effect until such matter shall have been finally determined and disposed of, and any indemnification due in respect thereof shall have been paid.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth the parties contained in Subsections 8.1 (a) through (g)this Agreement and the Related Instruments shall survive until the first year anniversary of the Closing, provided, however that (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth Sellers contained in Subsection 8.1 Section 1.1(b) (hCorporate Organization; Authority), Section 1.2 (Capitalization; Subsidiaries), Section 1.9 (Brokers, Finders and Investment Bankers) will and 1.14 (Certain Tax Matters) of Exhibit F shall survive until 120 days after the Closing for expiration of the statute of limitations applicable thereto (including any and all valid extensions thereof) and (ii) the representations and warranties of Sellers contained in Section 1.17 (GV Ireland) of Exhibit F shall survive in perpetuity. A party may seek indemnification with respect to a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out breach of any such untruth representation or inaccuracy when combined with the aggregate amount of all liability and losses with respect warranty any time prior to the expiration of the time period applicable to such representation or warranty. Notwithstanding anything to the contrary contained herein, all representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective Purchaser in this Agreement or the Related Instruments or in any schedule or other document delivered pursuant hereto or thereto, and the liability for all such breaches exceedwith respect thereto, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability not terminate with respect to any claim, whether or not fixed as to liability or liquidated as to amount, with respect to which such party has been given written notice stating the nature of Seller’s representations, warranties or certifications herein if, the claim prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, date on which such representation or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreementwarranty would otherwise expire. The Closing Surviving Obligations parties' respective covenants and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided agreements contained in this AgreementAgreement or the Related Instruments or in any certificate, schedule, list, exhibit, agreement, document or other writing delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby shall survive indefinitely unless otherwise specifically set forth herein or therein. All other Notwithstanding anything to the contrary in this Agreement or the Related Instruments, (a) no investigation by a party shall affect the representations, warranties, covenants and agreements made or undertaken by Seller of the other parties under this AgreementAgreement or the Related Instruments or in any certificate, unless otherwise specifically provided hereinschedule, will list, exhibit, agreement, document or other writing delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby furnished or to be furnished to the other parties and (b) such representations, warranties, covenants and agreements shall not survive be affected or deemed waived by reason of the Closing but will or of the fact that the other party or parties knew or should have known that any of the same is or might be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxinaccurate in any respect.

Survival of Representations, Warranties and Covenants. The Each covenant and agreement contained in this Agreement, any exhibit, any schedule or in any agreement or certificate executed in connection herewith and delivered pursuant hereto shall survive the Closing and be enforceable until such covenant or agreement has been fully performed. All representations and warranties of Seller contained in this Agreement, any exhibit, any schedule or in any agreement or certificate executed in connection herewith executed or delivered pursuant hereto shall survive the Closing until the date that is two (2) years after the Closing Date and shall thereafter expire, except that any representation or warranty with respect to which a claim has been made for a breach thereon prior to such date shall survive until such claim is resolved. The limitations on survival set forth in Subsections 8.1 the immediately preceding sentence of this Section 9.4 shall not apply (a) through to claims based on criminal matters, fraud or intentional misrepresentation (g“Fraud Claims”), which shall survive without limitation (i), (j) and (k) will survive the Closing for a period of in no event less than six (6) monthsyears), after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (hb) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by set forth in Sections 3.2 (Authority), 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.16 (Environmental and Safety Matters), 3.18 (Intellectual Property), 3.21 (Brokers), 4.2 (Authority) and 4.4 (Brokers), which shall survive without limitation or (c) the M-C Sellers pursuant to representations and warranties set forth in Section 3.10 (Taxes), which shall survive the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars later of ($250,000.00); and then only to i) six (6) years after the extent Closing or (ii) sixty (60) days following the expiration of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum applicable statute of Six Million Dollars ($6,000,000.00). Seller shall have no liability limitations on collection or assessment with respect to any Tax matter (including any extensions thereof) from which Damages may arise from a breach of Seller’s representationssuch representations and warranties. Nothing herein shall be deemed to prevent the Indemnified Party from making a claim, warranties and an Indemnified Party may make a claim hereunder, for potential or certifications herein ifcontingent claims or demands; provided, prior the notice of such claim sets forth the basis for any such potential or contingent claim or demand to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations extent then reasonably feasible and the Termination Surviving Obligations will survive Closing without limitation unless Indemnified Party has reasonable grounds to believe that such a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made claim or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will demand may be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxmade.

Survival of Representations, Warranties and Covenants. The Except as set forth in Section 9.10, the representations and warranties of Seller set forth in Subsections 8.1 the parties contained herein shall survive until the first anniversary of the Closing Date (a) through (gthe "Expiration Date"), and no party may seek indemnification under this Article VII with respect to a breach of a representation or warranty after the Expiration Date; provided, however, that (i)) the representations and warranties contained in Sections 4.1, 4.2, 4.4, 4.13, 4.16 and 4.18 shall survive until 90 calendar days after the applicable statute of limitations (jincluding any and all valid extensions thereof) and a Purchaser Indemnified Party may seek indemnification with respect to a breach of such representation or warranty any time prior to the expiration of such statute of limitations, and (kii) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth the Sellers contained in Subsection 8.1 (h) will Sections 4.20 and 4.21 shall survive the Closing for a period of one (1) year, after which time they will merge into the Deedindefinitely. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect Notwithstanding anything to the contrary contained herein, all representations and warranties made by each of the M-C Sellers pursuant to the Other P&S AgreementsSellers, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s RCG and the M-C Sellers’ collective Purchaser in this Agreement or in any schedule, Transaction Agreement or other document delivered pursuant hereto, and the liability for all such breaches exceedwith respect thereto, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability not terminate with respect to any of Seller’s representationsClaim, warranties whether or certifications herein ifnot fixed as to liability or liquidated as to amount, with respect to which such party has been given a Claim Notice prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, date on which such representation or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreementwarranty expires. The Closing Surviving Obligations parties' respective covenants and agreements contained in this Agreement or in any Transaction Agreement shall survive indefinitely unless otherwise set forth herein or therein. Notwithstanding anything to the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided contrary in this Agreement. All other , (a) no investigation by a party shall affect the representations, warranties, covenants and agreements made or undertaken by Seller of the other parties under this AgreementAgreement or in any Transaction Agreement certificate, unless otherwise specifically provided hereinschedule, will list, exhibit, agreement, document or other writing delivered pursuant hereto or in connection with the transactions contemplated hereby furnished or to be furnished to the other parties and (b) such representations, warranties, covenants and agreements shall not survive be affected or deemed waived by reason of the Closing but will or of the fact that the other party or parties knew or should have known that any of the same is or might be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxinaccurate in any respect.

Survival of Representations, Warranties and Covenants. The All representations and warranties of Seller set forth the Company, the Signing Stockholders, Purchaser and Merger Sub made herein, in Subsections 8.1 (a) through (g), (i), (j) and (k) will any Letter of Transmittal or Option Surrender/Exercise Form or in any Schedule delivered pursuant hereto shall survive the Closing and shall remain in effect for a period of six (6) monthsmonths after the Closing Date and shall thereupon terminate and be of no further force and effect; provided, after which time they will merge into however, that the Deed. The representations and warranties under the first three sentences of Seller set forth Section 3.2 (Capital Structure of the Company), Section 3.3 (Options), Section 4.1 (Power and Authority), Section 4.2 (Due Execution; Authorization), Section 4.3 (Ownership of Shares) and the representations and warranties as to title to shares contained in Subsection 8.1 the Letters of Transmittal (hcollectively, the “Fundamental Representations”) will shall survive for the Closing for a period applicable statute of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses limitations with respect to the representations rights of third party claimants, plus ninety (90) days; and warranties made by the M-C Sellers provided, further, that this Section 10.1 shall not prohibit any claim for Indemnified Losses pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of Section 10.2 after such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability applicable survival period with respect to any of Seller’s representations, warranties or certifications herein if, Indemnified Losses as to which the Indemnifying Party has received notice in accordance with this Article 10 prior to the Closingexpiration of such survival period. Other than for longer periods provided in the first sentence of this Section 10.1 with respect to Fundamental Representations, no claim for a breach of any covenant or agreement of the Company, the Signing Stockholders, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided Merger Sub contained in this AgreementAgreement that by its nature is required to be performed at or prior to the Closing may be brought after the date that is six (6) months following the Closing Date unless notice of such claim is provided by the party that will be bringing such a claim to the party against whom such a claim will be brought prior to or on the date that is six (6) months following the Closing Date. All other representations, warranties, covenants and agreements made or undertaken of the Company, the Signing Stockholders, Purchaser and Merger Sub contained in this Agreement that by Seller under this Agreement, unless otherwise specifically provided herein, will not their nature are required to be performed after the Closing shall survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxin accordance with their respective terms.

Survival of Representations, Warranties and Covenants. The Each of the Parties hereto hereby agrees that representations and warranties made by or on behalf of Seller set forth it in Subsections 8.1 (a) through (g), (i), (j) and (k) will this Agreement or in any document or instrument delivered pursuant hereto shall survive the Closing Date for a period of six (6) monthsmonths (the “Survival Period”), after at which time point they will merge into shall terminate and no claim for indemnification thereafter shall be brought in respect of them, except that a representation or warranty with respect to Section 3.02 (Corporate Authorization), Section 3.04 (Noncontravention), Section 3.05 (Required Consents), Section 3.08 (SEC Filings; Financial Statements; Disclosure Controls), Section 3.10 (No Undisclosed Liabilities), Section 3.18 (No Violation of Law), Section 3.26 (Employee Benefit Plans), Section 3.27 (Employee and Labor Matters), Section 3.28 (Environmental Matters) and Article 7 (Tax Matters) shall survive until the Deedearlier of the expiration of two (2) years from the Closing Date or the liquidation or dissolution of CellStar, provided, however, that the liquidation or dissolution of CellStar shall not occur during the Applicable Period in accordance with Section 5.15 hereof. The representations and warranties of Seller covenants set forth in Subsection 8.1 (h) will this Agreement or any agreements executed pursuant hereto, shall survive the Closing for a period until such covenants have been performed or waived by the Party seeking enforcement thereof. Notwithstanding the right of one (1) yearBuyer to investigate the Purchased Assets, after which time they will merge into the Deed. Purchaser will not have Business and Seller and its Subsidiaries, and notwithstanding any right to bring any action against Seller knowledge determined or determinable by Buyer as a result of any untruth or inaccuracy such investigation, Buyer has the unqualified right to rely upon, and has relied upon, each of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); Seller and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided its Subsidiaries in this Agreement. All other representations, warranties, covenants and agreements made Agreement or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxpursuant hereto.

Survival of Representations, Warranties and Covenants. The representations (a) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller set forth in Subsections 8.1 this Agreement and Seller’s liability under any provision of this Agreement and under any Closing Document (a) through (gas defined below), (i), (j) and (k) will survive the Closing for a period ending on November 30, 2016; provided however, that if Purchaser delivers written notice(s) to Seller of six (6) monthsa breach of a representation, after which time they will merge into the Deed. The representations and warranties warranty or covenant of Seller set forth prior to the expiration of such period (such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in Subsection 8.1 such Breach Notice(s) shall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, if applicable, the resolution of any litigation beyond any applicable appeals periods (h) will survive such period ending on November 30, 2016, as same may be extended by the Closing for a period of one (1) yearterms hereof, after which time they will merge into the Deed“Seller Survival Period”). Purchaser will shall not have any right to bring any action for monetary damages against Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement or any Closing Document, warranties or certifications(ii) the failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and losses with respect costs due to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, Purchaser) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess100,000. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, one percent (1%) of the sum of Six Million Dollars ($6,000,000.00Purchase Price. In order to secure Seller’s obligations set forth in this Section 16.1(a). , Seller shall have no liability with respect cause Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, (“Guarantor”), to any execute and deliver a guaranty in favor of 52 Purchasers guaranteeing Seller’s representations, warranties or certifications herein if, prior to obligations under this Section 16.1(a) for the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections duration of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates Survival Period (the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx“Guaranty”).

Survival of Representations, Warranties and Covenants. The representations (a) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller set forth in Subsections 8.1 (a) through (g)this Agreement and Seller’s liability under any provision of this Agreement and under any Closing Document, (i), (j) and (k) will survive the Closing for only until the end of the Survival Period. Notwithstanding the immediately preceding sentence or any other provision herein to the contrary, if Seller obtains an estoppel certificate meeting the requirements of Section 7.2 hereof from a period of six (6) monthsTenant before or after Closing, after which time they will merge into the Deed. The then all representations and warranties of made by Seller set forth that are covered in Subsection 8.1 (h) will survive the Closing for a period of one (1) yearsuch estoppel certificate shall be null and void, after which time they will merge into the Deedand Purchaser shall accept such estoppel certificate in its place. Purchaser will shall not have any right to bring any action against Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representations, warranties warranties, or certificationscovenants under this Agreement or any Closing Document, or (ii) the failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), (x) unless Purchaser has delivered written notice of such untruth, inaccuracy, breach or failure within the Survival Period, and (y) unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all liability untruths, inaccuracies, breaches and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, failures exceeds Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches untruths, inaccuracies, breaches, and/or failures under Section 8.1, any other provision of this Agreement or under any Closing Documents exceed, in the aggregate, the sum of Six Million Dollars aggregate one percent ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections 1%) of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxPurchase Price.

Survival of Representations, Warranties and Covenants. The representations All representations, warranties, agreements, covenants and warranties of Seller set forth obligations herein or in Subsections 8.1 (a) through (g)the Related Agreements, (i)the Disclosure Schedule or any Exhibit to this Agreement or a Related Agreement or any agreement, (j) instrument, certificate or document specifically required to be delivered under this Agreement or a Related Agreement by any party incident to the transactions contemplated hereby or thereby are material and (k) will survive shall be deemed to have been relied upon by the Closing for a period of six (6) months, after which time they will merge into parties receiving the Deedsame. The representations and warranties of Seller set forth the Company contained in Subsection 8.1 this Agreement, the Related Agreements or in any certificate or other instruments delivered pursuant to this Agreement or the Related Agreements, shall survive until 11:59 p.m. New York City time on the date that CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. is twelve (h12) will survive months following the Closing for a period of one Date (1) yearthe “Expiration Date”), after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to other than the representations and warranties made by of the M-C Sellers pursuant Company contained in Sections 3.1 (Organization of the Company), 3.2 (Company Capital Structure), 3.4 (Authority), 3.20 (Brokers’ and Finders’ Fees), Error! Reference source not found. (Authority; Ownership), 4.3 (No Conflict) and 4.3 (Accredited Investor) hereof (together, the “Fundamental Representations”), which shall survive indefinitely. The date until which any representation or warranty survives shall be referred to as the “Survival Date” for such representation or warranty. Notwithstanding anything in this Section 8.1 to the Other P&S Agreementscontrary, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein i) if, at any time prior to 11:59 p.m. New York City time on the Closingapplicable Survival Date, Purchaser obtains knowledge an Officer’s Certificate (from whatever sourceas defined in Section 8.3(a)) is delivered alleging Losses and a claim for recovery under Section 8.3(a), includingthen the claim asserted in such notice shall survive the applicable Survival Date until such claim is fully and finally resolved and (ii) claims relating to fraud, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, intentional misrepresentation or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreementwillful breach shall survive indefinitely. The Closing Surviving Obligations representations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided warranties of Buyer contained in this Agreement. All , or in any certificate or other representations, warranties, covenants and agreements made or undertaken by Seller under instrument delivered pursuant to this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered shall terminate at the Closing. Purchaser’s knowledge All covenants and agreements contained in this Agreement, the Related Agreements or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith shall mean survive the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxClosing and shall continue to remain in full force and effect in perpetuity after the Closing Date, unless they terminate earlier in accordance with their express terms.

Survival of Representations, Warranties and Covenants. The All representations, warranties and covenants of the Company, Company Shareholders, Parent and Merger Sub contained herein or in any schedule, document, written statement, certificate or other instrument referred to herein or in the Escrow Agreement shall survive the execution and delivery of this Agreement and the Escrow Agreement, any investigation by or on behalf of the Company, the Company Shareholders, Parent or Merger Sub, as the case may be, and the completion of the transactions contemplated hereby and shall terminate on the first anniversary of the Closing or, if sooner, the date of publication of audited financial statements of Parent for the fiscal year ending June 30, 2000 (the "INDEMNIFICATION TERMINATION DATE"). Nothing contained herein shall be deemed to limit the rights or remedies of Parent with respect to a breach of the representations and warranties of Seller set forth Company contained in Subsections 8.1 (aSection 4.15(a) through - (g)) and (j) regarding Company Intellectual Property (the "Intellectual Property Representations") and the representations of the Company Shareholders contained in Article IV-A hereof; provided, however, (i)) the aggregate liability of any Company Shareholder in connection with the foregoing representations other than the Intellectual Property Representations shall not exceed the value of the Indemnification Escrow Shares deposited to the escrow fund on behalf of such Company Shareholder pursuant to this Agreement and the Escrow Agreement and (ii) the aggregate liability of any Company Shareholder in connection with the Intellectual Property Representations shall be limited in value to one-half of the Consideration Shares issued to such Company Shareholder, valued at the Merger Price, payable in Consideration Shares and/or cash; and provided, further, in each case that Minor Claims (jas defined in Exhibit G of this Agreement) and the Company Threshold (kas defined in Exhibit G of this Agreement) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses limitations shall apply with respect to claims for indemnification based on the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s foregoing representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations (i) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller set forth in Subsections 8.1 this Agreement and Seller’s liability under any provision of this Agreement, any Seller Certificate, and under any Closing Document (a) through (gas defined below), (i), (j) and (k) will survive the Closing for a period of six nine (69) months. Notwithstanding the immediately preceding sentence or any other provision herein to the contrary, after which time they will merge into if Seller obtains an estoppel certificate meeting the Deed. The requirements of Section 7.2(a) hereof from a Tenant or an estoppel certificate meeting the requirements of Section 10.8(f) from a contractor, then all representations and warranties of made by Seller set forth as and to the extent that the same are expressly covered in Subsection 8.1 (h) will survive the Closing for a period of one (1) yearsuch estoppel certificate shall be null and void, after which time they will merge into the Deedand Purchaser shall accept such estoppel certificate in its place. Purchaser will shall not have any right to bring any action against Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties or certifications(ii) the failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing, including any Seller Certificate (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all untruths, inaccuracies, breaches and failures exceeds $100,000, but if such liability and losses with respect exceed $100,000 in the aggregate, Purchaser shall be entitled to recover the full amount thereof up to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00maximum recoverable amount provided for below in this Section 16.1(a); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, the sum of Six Million Dollars Two Percent ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections 2%) of the Property, Purchase Price. None of the limitations or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided qualifications contained in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller Section 16.1(a) shall apply to proration obligations under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.Article X.

Survival of Representations, Warranties and Covenants. The (a) Notwithstanding anything to the contrary contained in this Agreement, (1) the representations and warranties of Seller set forth in Subsections Section 8.1 and Seller’s liability under Section 8.1, and (a2) through (gSeller’s liability under Sections 5.2(f) and 10.4(f), (i), (j) and (k) will survive the Closing for a period of six (6) months. With respect to any suit, after which time they will merge into claim or cause of action that Purchaser has or may have (i) as a result of any alleged untruth, inaccuracy or breach of such representations or warranties under Section 8.1, and/or (ii) in connection with Seller’s obligations (or as a result of Seller’s alleged failure to perform same) under Sections 5.2(f) and 10.4(f), Purchaser must give Seller written notice of any such claims, and must file any such suits, claims or causes of action against Seller based thereon, in each instance prior to the Deedexpiration of said six (6) month period. The In the event Purchaser fails to provide such notice and file such suits, claims or causes of action within such six (6) month period, Seller shall have no liability whatsoever to Purchaser with respect to (1) the representations and warranties set forth in Section 8.1, and (2) the obligations of Seller set forth in Subsection 8.1 (hSections 5.2(f) will survive the Closing for a period of one (1) year, after which time they will merge into the Deedand 10.4(f). Purchaser will not have any right to bring any suit, claim or cause of action against Seller as a result of any untruth alleged untruth, inaccuracy or inaccuracy breach of such representations, representations and warranties under Section 8.1 or certifications, in connection with Seller’s obligations (or as a result of Seller’s alleged failure to perform same) under Sections 5.2(f) and 10.4(f) unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all liability untruths, inaccuracies, breaches and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, failures exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); 150,000.00 and then only to the extent of such excess. In addition, notwithstanding anything to the contrary contained in this Agreement or any of the Closing documents, including, without limitation, the provisions of Section 17.15 of this Agreement, in no event will the shall Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches and/or failures under Sections 8.1 and 5.2(f) (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies and/or breaches) exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx2,500,000.00.

Survival of Representations, Warranties and Covenants. As provided in the Merger Agreement, all representations, warranties and covenants of the Company, Company Shareholders, Parent and Merger Sub contained therein or in any other agreement, schedule, document, written statement, certificate or other instrument delivered by or on behalf of the Company, Company Shareholders, Parent or Merger Sub, as the case may be, pursuant to the terms of this Agreement or the Merger Agreement shall survive the execution and delivery of this Agreement and the Merger Agreement, any investigation by or on behalf of the Company, the Company Shareholders, Parent or Merger Sub, as the case may be, and the completion of the transactions contemplated hereby and thereby and shall terminate on the "Indemnification Termination Date", as that term is defined in Section 7.1 of the Merger Agreement. The aggregate liability of each Company Shareholder under this Agreement and the Merger Agreement shall be limited to fifteen percent (15%) of the value of the Parent Common Stock, including the Indemnification Escrow Shares, and cash received by such Company Shareholder at the Effective Time pursuant to Article II of the Merger Agreement (the "Limitation Amount"); provided, however, that nothing in this Agreement or the Merger Agreement shall be deemed to limit any right or remedy of Parent or the Surviving Corporation for criminal activity or fraud, or breaches by any Company Shareholder of covenants or inaccuracies in any representations and or warranties of Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive any Registration Rights Agreement or for breaches by the Closing for a period Company or any Company Shareholder of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certificationscovenants set forth in Section 4.18 or Article IV-A of the Merger Agreement or for any expenses incurred by Parent in connection with the Merger and on behalf of the Company in excess of the limits set forth in Section 9.9 of the Merger Agreement. The value of each share of Parent Common Stock hereunder shall be $25.64375, unless which represents the ten (10) trading day average of the closing sale price per share of the Parent Common Stock on the Nasdaq National Market from March 15, 1999 through March 26, 1999. Any capitalized term herein not otherwise defined shall have the meaning ascribed to such term in the Merger Agreement. Parent and the Surviving Corporation shall not be entitled to indemnification pursuant to Section 2 hereof until the aggregate amount of all liability losses, expenses, liabilities and losses arising out of any such untruth other damages suffered by Parent or inaccuracy when combined with the Surviving Corporation exceeds $300,000 (including attorney's fees and expenses incurred in connection therewith) (the "Indemnity Threshold") whereupon Parent and the Surviving Corporation shall be entitled to indemnification hereunder for the aggregate amount of all liability of such losses, expenses, liabilities and losses other damages suffered by Parent or the Surviving Corporation exceeding $300,000. The Indemnity Threshold shall be determined without regard to any materiality qualification contained in any representation or warranty and shall not apply with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability claims under Section 8.2 or with respect to any of Seller’s representations, warranties Section 4.18 or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections Article IV-A of the Property, Merger Agreement or written disclosure for any expenses incurred by Seller or Seller’s agents and employees) that contradicts any Parent in connection with the Merger on behalf of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Company in excess of the limits set forth in Section 9.9 of the Merger Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties Notwithstanding anything to the contrary in this Agreement, any Ancillary Agreement or any Certificate or Schedule delivered pursuant hereto or thereto, the Parties hereby agree that none of Seller the representations, warranties, covenants or agreements set forth in Subsections 8.1 this Agreement, any Ancillary Agreement or in any Certificate or Schedule delivered pursuant hereto or thereto will survive the Closing, other than (ai) through the covenants and agreements set forth in this Agreement, any Ancillary Agreement or any Schedule which by its terms are contemplated or required to be performed after the Closing (gincluding such covenants and agreements set forth in Article VII, Article VIII, Section 11.3, Article XII or Article XIII (including Section 8.9, Section 8.10, and Section 8.12, as applicable) (collectively, the “Surviving Covenants”), (iii) Section 4.30, Section 5.8, Section 6.13 and Section 6.14 (provided, that Xxxxx’s obligation to pay any Earnout Payment (if applicable) shall survive the Closing, subject to the terms set forth Exhibit E), or (jiii) and (k) in the event of Fraud of such Party. The Surviving Covenants will survive the Closing for a period of six only in accordance with the terms thereof (6) monthsi.e., until the date on which the performance is completed or such obligations are fully discharged), and, after which time they the Closing, there will merge into be no Liability on the Deedpart of, nor will any claim be made by, any Party or any of their respective Affiliates against any other Party in respect of (a) any covenant or agreement in this Agreement, any Ancillary Agreement or any Certificate or Schedule delivered pursuant hereto or thereto to be performed prior to the Closing (including any covenant set forth in Article VII) or (b) any representation or warranty in this Agreement, any Ancillary Agreement or Scheduled delivered pursuant to hereto or thereto, other than in the case of Fraud, and without limitation of Buyer’s rights, remedies, recourse or recovery under the R&W Insurance Policy. The It is the express intent of the Parties that the survival of the representations and warranties of Seller set forth and pre-Closing covenants in Subsection 8.1 this Agreement and any other purported representation, warranty or covenant (hother than Surviving Covenants) will survive and the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any associated right to bring any action against Seller as a result of any untruth or inaccuracy claim for a breach of such representations, warranties or certifications, unless and until covenants is shorter than the aggregate amount statute of all liability and losses arising out of any limitations that would otherwise have been applicable to such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein ifcovenants, prior and, by Contract, the applicable statute of limitations with respect to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s such representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations covenants (and the Termination Surviving Obligations will survive Closing without limitation unless associated right to bring a specified period is otherwise claim for a breach of such representations, warranties or covenants) are hereby reduced so they terminate at the Closing, as provided in this AgreementSection 11.1. All other representations, warranties, covenants The terms of this Agreement were specifically bargained-for among the Parties and agreements made or undertaken were taken into account by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered Parties in arriving at the ClosingTotal Consideration. Purchaser’s knowledge shall mean Each of the present actual knowledge Parties acknowledges that this Agreement results from arm’s-length negotiations among the Parties and embodies the justifiable expectations of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxsophisticated parties derived from arm’s-length negotiations.

Survival of Representations, Warranties and Covenants. The representations (a) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller Sellers set forth in Subsections 8.1 this Agreement and Sellers’ liability under any provision of this Agreement, any Seller Certificate, and under any Closing Document (a) through (gas defined below), (i), (j) and (k) will survive the Closing for until June 30, 2022. Notwithstanding the immediately preceding sentence or any other provision herein to the contrary, if Owner LLC obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a period of six (6) monthsTenant before or after Closing, after which time they will merge into the Deed. The then all representations and warranties of Seller set forth made by Owner LLC that are covered in Subsection 8.1 (h) will survive the Closing for a period of one (1) yearsuch estoppel certificate shall be null and void, after which time they will merge into the Deedand Purchaser shall accept such estoppel certificate in its place. Purchaser will shall not have any right to bring any action against Seller Sellers as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties any Seller Certificate, or certificationsany Closing Document, or (ii) the failure of Sellers to perform their obligations under any other provision of this Agreement, any Seller Certificate, or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all liability untruths, inaccuracies, breaches and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsfailures exceeds $100,000, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1 and 8.2, any other provision of this Agreement, any Seller Certificate, or under any Closing Documents (including Sellers’ liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, the sum of Six Million Dollars one and one-half percent ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections 1.5%) of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxPurchase Price.

Survival of Representations, Warranties and Covenants. The (a) Notwithstanding anything to the contrary contained in this Agreement, (1) the representations and warranties of Seller set forth in Subsections Section 8.1 and Seller’s liability under Section 8.1 and (a2) through (gSeller’s liability under Sections 5.2(f) and 10.4(f), (i), (j) and (k) will survive the Closing for a period of six (6) months. With respect to any suit, after which time they will merge into claim or cause of action that Purchaser has or may have (i) as a result of any alleged untruth, inaccuracy or breach of such representations or warranties under Section 8.1 and/or (ii) in connection with Seller’s obligations (or as a result of Seller’s alleged failure to perform same) under Sections 5.2(f) and 10.4(f), Purchaser must give Seller written notice of any such claims, and must file any such suits, claims or causes of action against Seller based thereon, in each instance prior to the Deedexpiration of said six (6) month period. The In the event Purchaser fails to provide such notice and file such suits, claims or causes of action within such six (6) month period, Seller shall have no liability whatsoever to Purchaser with respect to (1) the representations and warranties set forth in Section 8.1, and (2) the obligations of Seller set forth in Subsection 8.1 (hSections 5.2(f) will survive the Closing for a period of one (1) year, after which time they will merge into the Deedand 10.4(f). Purchaser will not have any right to bring any suit, claim or cause of action against Seller as a result of any untruth alleged untruth, inaccuracy or inaccuracy breach of such representations, representations and warranties under Section 8.1 or certifications, in connection with Seller’s obligations (or as a result of Seller’s alleged failure to perform same) under Section 5.2(f) unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all liability untruths, inaccuracies, breaches and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, failures exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); 100,000 and then only to the extent of such excess. In addition, notwithstanding anything to the contrary contained in this Agreement or any of the Closing documents, including, without limitation, the provisions of Section 17.15 of this Agreement, in no event will the shall Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches and/or failures under Sections 8.1 and 5.2(f) (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies and/or breaches) exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx1,500,000.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)Section 8.1, (i), (j) in the Seller Certificate delivered prior to the expiration of the Evaluation Period and (k) in any documents delivered at Closing and the certifications contained in any Seller estoppels delivered under the third paragraph of Section 7.2 will survive the Closing for a period of six ten (610) months, after which time they will merge into the Deed, and Purchaser will have no right to assert a claim based thereon after the ten-month period. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive During the Closing for a period of one (1) yearten-month period, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, or any such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with inaccuracy, or any such breach, exceeds one-tenth of one percent (00.1%) of the Purchase Price; provided that if the aggregate amount of all liability and losses with respect exceeds such one-tenth on one percent (00.1%) of the Purchase Price, Purchase shall be entitled to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of recover all such excessamounts. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies or breaches exceed, in the aggregate, the sum of Six Two Million Dollars ($6,000,000.002,000,000); provided, however, that this cap on liability shall not apply to Seller’s liability resulting from any Seller estoppels delivered pursuant to Section 7.2 above. Notwithstanding any other provision of this Agreement, unless Purchaser can prove that Seller shall have no liability made an intentionally false representation, warranty or certification as of the Effective Date or as of the expiration of the Evaluation Period, the representations, warranties and certifications of Seller are hereby modified to be made true to the extent that, as of the date hereof with respect to any the representations and warranties made herein, and as of Seller’s the Closing Date with respect to representations, warranties or and certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, made by Seller as a result of Purchaser’s due diligence tests, investigations and inspections of the PropertyClosing Date, (i) information contained in the Documents made available to Purchaser or its Licensee Parties pursuant to Section 5.2(a) makes the subject representation, warranty or certification not true, or (ii) either Purchaser or the Licensee Parties has knowledge that the subject representation, warranty or certification is untrue, or (iii) Seller has delivered or made available to Purchaser or the Licensee Parties other written disclosure by Seller information disclosing that the subject representation, warranty or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreementcertification is not true. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Subject to the limitations or liability set forth above in this Section 8.3, one (1) Business Day prior to the expiration of the Evaluation Period, Seller shall deliver to Purchaser a Seller Certificate updating as of such date, the representations, warranties and certifications set forth in Section 8.1, subject to such modifications as shall be permitted by virtue of (i) the operating covenants contained in Section 7.1 above, (ii) facts raised during Purchaser’s knowledge shall mean due diligence process or (iii) changes at the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxProperty during the Evaluation Period.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth contained in Subsections 8.1 this Agreement (a) through (g), (i), (jother than those in Section 5.10 and the Cornerstone Warranties) and (k) will the covenants and agreements of ASD contained herein which contemplate performance prior to Closing shall survive the Closing for a period of six (6) months, after which time they will merge into the Deedand shall terminate on 31 March 2009. The representations and warranties of Seller set forth contained in Subsection 8.1 (h) will Section 5.10 shall survive the Closing for a and shall remain in full force and effect until the applicable statute of limitations expires. All covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the Closing (including this Article X and Article XI) and the Cornerstone Warranties shall survive the Closing indefinitely and shall remain in full force and effect in accordance with their terms. All other covenants and agreements contained in this Agreement shall not survive the Closing and shall thereupon terminate; provided, however, that notwithstanding the foregoing, (x) the obligations of the International Buyer and the Americas Buyer to assume, and indemnify ASD Indemnified Parties for, the International Assumed Liabilities and Americas Assumes Liabilities, respectively, and (y) the obligations of ASD to retain, and indemnify the Buyer Indemnified Parties for, the Retained Liabilities, shall survive indefinitely. The period of one (1) year, after which time they will merge into that a representation or warranty or covenant or agreement survives the DeedClosing pursuant to this Section 10.1 shall be the “Indemnity Period” with respect to such representation or warranty or covenant or agreement. Purchaser will not have any right to bring any action against Seller as a result No claim for breach of any untruth representation or inaccuracy warranty or failure to perform any covenant, agreement or obligation may be asserted after the expiration of such representations, warranties or certifications, unless and until the aggregate amount Indemnity Period; provided that the written assertion prior to expiration of all liability and losses arising out the Indemnity Period of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses Claim by a party for indemnification hereunder with respect to the representations and warranties made by breach or alleged breach of any representation or warranty or the M-C Sellers pursuant failure or alleged failure to the Other P&S Agreementsperform any covenant or other obligation in accordance with Section 10.4, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent shall survive until final resolution of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxclaim.

Survival of Representations, Warranties and Covenants. The (a) Notwithstanding anything to the contrary contained in this Agreement, (1) the representations and warranties of Seller set forth in Subsections Section 8.1 and Seller’s liability under Section 8.1, and (a2) through (gSeller’s liability under Section 10.4(f), (i), (j) and (k) will survive the Closing for a period of six nine (69) months. With respect to any suit, after which time they will merge into claim or cause of action that Purchaser has or may have as a result of (i) any alleged untruth, inaccuracy or breach of such representations or warranties under Section 8.1, and/or (ii) Seller’s obligations (or as result of Seller’s alleged failure to perform same) under Section 10.4(f), Purchaser must give Seller written notice of any such claims, and must file any such suits, claims or causes of action against Seller based thereon, in each instance prior to the Deedexpiration of said nine (9) month period. The In the event Purchaser fails to provide such notice and file such suits, claims or causes of action within such nine (9) month period, Seller shall have no liability whatsoever to Purchaser with respect to (1) the representations and warranties set forth in Section 8.1, and (2) the obligations of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the DeedSection 10.4(f). Purchaser will not have any right to bring any suit, claim or cause of action against Seller as a result of any untruth alleged untruth, inaccuracy or inaccuracy breach of such representations, representations and warranties under Section 8.1 or certifications, in connection with Seller’s obligations (or as a result of Seller’s alleged failure to perform same) under Section 10.4(f) unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with untruths, inaccuracies and breaches exceeds $100,000.00 (in which event Seller’s liability shall be from the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent first dollar of such excessloss). In addition, notwithstanding anything to the contrary contained in this Agreement or any of the Closing documents, including, without limitation, the provisions of Section 17.15 of this Agreement, in no event will the shall Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies and/or breaches under Section 8.1 and 10.4(f) (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies and/or breaches) exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx1,000,000.

Survival of Representations, Warranties and Covenants. The ------------------------------------------------------ representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)Article III, (i), (j) Article IV and (k) will Article V of this Agreement shall survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount 18 month anniversary of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to Closing, except for the representations and warranties made by contained in Section 4.10, Section 4.17, Section 4.19 and Section 4.26 hereof, which shall survive until the M-C Sellers pursuant third (3rd) anniversary of the Closing as provided in Section 10.3. Unless written notice of a claim based on such representation or warranty specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties indemnifying party on or certifications herein if, prior to the expiration date of such representation or warranty, such representation or warranty shall be deemed to be of no further force or effect. Any obligation of the Shareholders to provide indemnification for Environmental Losses or Antitrust Losses shall survive until the third (3rd) anniversary of the Closing, Purchaser obtains knowledge unless written notice of a claim for indemnification shall be made in accordance with this Article IX and delivered to the Shareholders on or prior to the expiration date, in which case the indemnification obligation shall survive as to such claim until such claim has been resolved. Any claim for indemnification for Environmental Losses and Antitrust Losses must be made in accordance with this Article IX, including Section 9.5(a), and must be delivered to the Shareholders as provided in Section 10.3 on or prior to the third (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections 3rd) anniversary of the PropertyClosing. Except as otherwise stated herein, or written disclosure by Seller or Seller’s agents each covenant and employees) that contradicts any agreement set forth in this Agreement shall survive the execution and delivery of Seller’s representationsthis Agreement and shall continue until the expiration of the applicable statute of limitations period. From and after the Closing, warranties or certifications, and Purchaser nevertheless consummates the transaction remedies contemplated by this Article IX shall be the sole recourse of the parties hereto and their respective Affiliates for all Losses, Liabilities , Actions, damages or expenses related to or arising, directly or indirectly, out of this Agreement. The Closing Surviving Obligations , the transactions contemplated hereby or otherwise arising at Law or in equity, and each party hereto hereby waives any and all rights, claims, causes of action and other remedies such party or its Affiliates may have against the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise other parties hereto relating to the subject matter of this Agreement other than the remedies expressly provided in this Agreement. All other representationsArticle IX; provided, warrantieshowever, covenants and agreements made that notwithstanding the foregoing, nothing contained in this Agreement or undertaken by Seller under this Agreementotherwise shall in any way limit any claim, unless otherwise specifically provided hereinsuit, will not survive cause or action or remedy that may be available to the Closing but will be merged into Purchaser, the Deed and other Closing documents delivered at Company or the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxShareholders based on intentional misrepresentation.

Survival of Representations, Warranties and Covenants. The representations, warranties and pre-closing covenants of the parties made herein or in any other document or agreement delivered pursuant to this Agreement shall survive and remain in full force and effect for a period of fifteen (15) months after the Closing Date, notwithstanding any investigation of any time made by or on behalf of Purchaser; provided, however, that (a) the representations and warranties of Parent and Seller set forth contained in Subsections 8.1 Sections 5.1 (a) through (gOrganization and Good Standing; Authorization), 5.2 (iAuthorization of Agreement), 5.4 (jOwnership and Transfer of Shares), 6.1 (Organization and Good Standing), 6.3 (Capitalization), 6.18 (Financial Advisors), 7.1 (Organization and Good Standing), 7.2 (Authorization of Agreement) and 7.6 (kFinancial Advisors) will shall survive indefinitely, (b) the representations and warranties of Parent and Seller contained in Section 6.8(a) (Taxes) shall terminate on the Closing Date and the representations and warranties in Section 6.8(b) (Taxes) shall survive and remain in effect until ninety (90) days after the expiration of the applicable statute of limitations or statutory Tax assessment period (including all periods of extension, whether automatic or permissive), and (c) the representations and warranties specified in Section 6.17 (Environmental Matters) shall survive and remain in full force and effect for a period of six thirty (630) months, months after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period Date (the applicable period, the “Survival Period”), and there shall be no liability in respect thereof to any party hereto or their Affiliates in respect thereof after the expiration of one (1) yearthe Survival Period, whether such liability has accrued prior to or after which time they will merge into the Deed. Purchaser will not have Closing Date except as to any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses matters with respect to which a bona fide written claim shall have been made within the representations Survival Period, in which event survival shall continue (but only with respect to, and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of of, such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all claim) until such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller claim shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreementbeen finally resolved. All other representations, warranties, covenants and agreements made or undertaken agreements, which, by Seller under this Agreementtheir terms, unless otherwise specifically provided herein, will not survive contemplate performance after the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge Date, shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxsurvive in accordance with their terms.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth contained in Subsections 8.1 (a) through (gSections 4.1(n), (i"Taxes" and 4.1(o), (j) and (k) "Environmental Matters" will survive the Closing for a period Date and will remain operative and in full force and effect until the expiration of six the applicable statute of limitations (6) monthsgiving effect to any tolling, after which time they will merge into the Deedwaiver or extension thereof). The representations and warranties contained in Section 4.1(a), "Corporate Matters," Section 4.1(b) "Authorization and Effect of Seller set forth Agreement," Section 4.1(c), "No Restrictions Against Sale of the Assets," Section 4.1(e), "Compliance with Laws," Sections 4.1(g)(i) and (iii), "Tangible Personal Property; Assets," Sections 4.1(h)(ii)-(v), (vii), (viii), (ix) and (xii) "Real Property," and the several covenants of the parties contained in Subsection 8.1 this Agreement (hor in any document delivered in connection with it) will survive remain operative and in full force and effect without any time limitation, except as any such covenant will be limited in duration by the Closing express terms of this Agreement. All other representations and warranties in this Agreement will remain operative and in full force and effect for a period of one (1) year, year after which time they will merge into the DeedClosing Date. Purchaser The representations and warranties will not have any right to bring any action against Seller be affected or reduced as a result of any untruth investigation or inaccuracy knowledge of Purchaser; provided, however, that prior to the Closing Purchaser shall notify Seller in writing to the extent Xxxxx Xxxxxxx, Xxxxxx X. Sum, Xxxx X. Xxxxxxx, Xxxxx X'Xxxxxxx, Xxx Xxxxxxxx or Xxxx Xxxxxxxx has actual knowledge that Seller is in breach of any representation or warranty of Seller contained in this Agreement; and the failure of Purchaser to give Seller such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out notice shall constitute a waiver by Purchaser of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made breach by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a8.1(a) through (g), (i), (j) ), and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h), (l), (m), and (n) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Three Hundred Twenty-Five Thousand Dollars ($6,000,000.00325,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. In addition, with respect to any claim asserted or damage suffered by it with respect to any ROFO Rights, Purchaser shall first look to the issuer of its title insurance policy. To that end, Purchaser will not have any right to pursue any action against Seller (other than the filing of notice required to preserve its claim) as a result of any untruth or inaccuracy of any of the representations or warranties made by Seller in Subsections 8.1(l), (m) or (n) until Purchaser has pursued and exhausted all actions and claims for coverage available to it under the title insurance policy issued to Purchaser in connection with Purchaser’s acquisition of the Property with respect to any claims or damages resulting or arising from any ROFO Rights. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxand Xxxxxx Xxxxxxx.

Survival of Representations, Warranties and Covenants. The representations (a) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller set forth in Subsections 8.1 this Agreement and Seller’s liability under any provision of this Agreement, and under any Closing Document (a) through (gas defined below), (i), (j) and (k) will survive the Closing for a period ending on November 30, 2016; provided however, that if Purchaser delivers written notice(s) to Seller(s) of six a breach of a representation, warranty or covenant of Seller(s) prior to the expiration of such period (6such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) monthsshall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, after which time they will merge into if applicable, the Deed. The representations and warranties resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the DeedSurvival Period”). Purchaser will shall not have any right to bring any action for monetary damages against Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties or certificationsany Closing Document, or (ii) the failure of Seller to perform its obligations under any other provision of this Agreement, or under any other document -47- or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and losses with respect costs due to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, Purchaser) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess100,000. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, one percent (1%) of the sum of Six Million Dollars ($6,000,000.00Purchase Price. In order to secure Seller’s obligations set forth in this Section 16.1(a). , Seller shall have no liability with respect cause Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, (“Guarantor”), to any execute and deliver a guaranty in favor of Purchasers guaranteeing Seller’s representations, warranties or certifications herein if, prior to obligations under this Section 16.1(a) for the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections duration of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates Survival Period (the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx“Guaranty”).

Survival of Representations, Warranties and Covenants. The Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, (a) the representations and warranties of the Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of the Acquired Companies contained in this Agreement (other than the Fundamental Representations) and the covenants and agreements of Seller and the Acquired Companies contained in this Agreement that, by their terms, are to be performed in full prior to the Closing (each a “Seller Pre-Closing Covenant”) shall not survive beyond the Closing and neither Seller nor any other Seller Related Party shall have any liability in respect thereof, or in respect of any other Claim or cause of action of any kind arising out of or relating to this Agreement, any certificate, instrument, opinion or other documents delivered hereunder, or the negotiation, execution or performance hereof or thereof, in each case at any time after the Closing; and (b) the covenants and agreements of Acquirer contained in this Agreement that, by their terms, are to be performed in full prior to the Closing (each an “Acquirer Pre-Closing Covenant”) shall not survive beyond the Closing and neither Acquirer nor any other Acquirer Related Party shall have any liability in respect thereof, or in respect of any other Claim or cause of action of any kind arising out of or relating to this Agreement, any certificate, instrument, opinion or other documents delivered hereunder, or the negotiation, execution or performance hereof or thereof, in each case at any time after the Closing; provided, however, that in the case of clauses (a) and (b) above, it is understood and agreed that those covenants and agreements of Seller and Acquirer that by their terms apply or are to be performed in whole or in part after the Closing (each a “Post-Closing Covenant”) shall survive the Closing and may be enforced by the parties hereto at law or in equity in accordance with their terms following the Closing; and provided, further, that, the provisions of clauses 10.1(a) and (b) shall not affect the rights of (A) Acquirer to seek recovery of Damages arising out of or resulting from any Fraud by any of the Acquired Companies or the Seller in connection with the representations and warranties of the Acquired Companies and Seller, respectively, set forth herein, or (B) Seller to seek recovery of Damages arising out of or resulting from any Fraud by Acquirer in connection with the representations and warranties of Acquirer set forth herein. If the Share Purchase or the Mergers are completed, the Fundamental Representations shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto until the date that is thirty (30) days after expiration of the applicable statute of limitations; provided, further, that, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in Subsection 8.1 (h) will survive a Claim Certificate delivered to an Indemnifying Person on or prior to the Closing for a period expiration of one (1) yearsuch representations and warranties shall be affected by such expiration; provided, after which time they will merge into further, that, such expiration shall not affect the Deed. Purchaser will not have any right to bring any action against Seller as a result rights of any untruth Indemnified Person under Article IX or inaccuracy otherwise to seek recovery of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses Damages arising out of, resulting from or in connection with any Fraud by or on behalf of any such untruth or inaccuracy when combined an Indemnifying Person in connection with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided Indemnifying Person in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The None of the representations and warranties of Seller set forth Parent contained in Subsections 8.1 (a) through (g)this Agreement or any other Operative Agreement, (i)or any instrument delivered pursuant hereto or thereto, (j) shall survive the Closing. All representations and (k) will warranties of the Shareholders, the Related JLW Owners, the Management Shareholders and the JLW Partnerships contained in this Agreement or any other Operative Agreement, or any instrument delivered pursuant hereto or thereto, shall survive the Closing for a the period of six (6) months, after which time they will merge into specified in the DeedEscrow Agreement. The representations covenants and warranties agreements of Seller set forth Parent contained in Subsection 8.1 (h) will this Agreement or any other Operative Agreement, or any instrument delivered pursuant hereto or thereto, shall not survive the Closing, unless such covenants or agreements specify terms or are contemplated to be performed in whole or in part on or after the Closing, in which case any such covenants or agreements shall survive for such specified terms or until performed in full. The covenants and agreements of the JLW Parties contained herein and the Shareholders and the Related JLW Owners in the Applicable Joinder Agreements or any other Operative Agreement shall survive the Closing without limitation as to time unless such covenants or agreements specify a term, in which case such covenants or agreements shall survive for a period of one (1) year, after which time they will merge into the Deedsuch specified term. Purchaser will not have any The right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until indemnification under the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses Escrow Agreement with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under obligations in this Agreement, unless otherwise specifically provided hereinthe Applicable Joinder Agreement and the Other Joinder Agreements shall not be affected by any investigation conducted or Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, the Applicable Joinder Agreement and the Other Joinder Agreements or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not survive affect the Closing but will be merged into right to indemnification under the Deed Escrow Agreement with respect to such representations, warranties, covenants and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxobligations.

Survival of Representations, Warranties and Covenants. The representations Notwithstanding any investigation conducted before or after the Closing Date, and warranties notwithstanding any actual or implied knowledge or notice of Seller any facts or circumstances that Acquiror, Merger Sub, Target or the Target Stockholders may have as a result of such investigation or otherwise, Acquiror, Merger Sub, Target and the Target Stockholders will be entitled to rely upon the other party's representations, warranties, agreements and covenants set forth in Subsections 8.1 (a) through (g)this Agreement. The obligations of Acquiror and Merger Sub with respect to their representations, (i)warranties, (j) agreements and (k) covenants will survive the Closing for a period and continue in full force and effect until the date twenty-four (24) months following the Closing Date (the "Termination Date"), at which time, subject to this Article VIII, the representations, warranties, agreements and covenants of six (6) months, after which time they will merge into the Deed. The representations Acquiror and warranties of Seller Merger Sub set forth in Subsection 8.1 (h) this Agreement and any liability of the Acquiror and Merger Sub with respect to such representations, warranties, agreements and covenants will terminate. The obligations of Target and Target Stockholders with respect to their representations, warranties, agreements and covenants will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and continue in full force and effect until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with date twenty-four (24) months following the aggregate amount of all liability and losses with respect Closing Date (the "Termination Date"), at which time, subject to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregatethis Article VIII, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, agreements and covenants of Target and Target Stockholders set forth in this Agreement (other than any such Tax Provisions (as defined below)) and any liability of the Target Stockholders with respect to such representations, warranties, agreements made and covenants will terminate. Any representations, warranties, agreements or undertaken by Seller under this Agreementcovenants of Target or the Target Stockholders relating to Tax matters (collectively, unless otherwise specifically provided herein, "Tax Provisions") and any liability of the Target Stockholders with respect thereto will not survive the Closing but and continue in full force and effect until the later of the Termination Date or the termination of the applicable statute of limitations thereto (the "Tax Provisions Termination Date"), at which time such representations, warranties, agreements and covenants and any liability of Target and Target Stockholders with respect to such representations, warranties, agreements and covenants will be merged into terminate. If a claim is made by either party prior to the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge expiration of any representations, warranties, agreements or covenants, such claim shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxsurvive until such claim is finally resolved.

Survival of Representations, Warranties and Covenants. The representations and warranties contained in this Agreement and the other Documents, shall survive the Closing and any investigation at any time made by or on behalf of Seller any party for the applicable limitation period or term expressly set forth in Subsections 8.1 this Agreement; provided however, that (a) through (g), (i), (j) the representations and (k) will warranties set forth in Articles IV and V of this Agreement shall survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth continue in Subsection 8.1 (h) will survive the Closing full force and effect for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to ; provided further that the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsset forth in Sections 4.1, exceeds Two Hundred Fifty Thousand Dollars 4.2, 4.3, 4.4, and 4.18 ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, corresponding representations and warranties set forth in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representationsthe Documents) shall survive the Closing and continue in full force and effect indefinitely, (b) the representations and warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided set forth in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not Section 4.20 shall survive the Closing but will not beyond the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for Tax, interest or penalties under applicable Tax Laws in respect of any taxation year to which such representations and warranties extend could be merged into issued under applicable Tax Laws to the Deed Seller or the Purchaser, (c) the representations and warranties set forth in Section 4.24 (and the corresponding representations and warranties set forth in any of the Documents) shall survive the Closing and continue in full force for a period of ten years, and (d) a claim for any breach of a Portions of this Agreement were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. representation or warranty contained in this Agreement or any of the Documents involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law. Any claims for indemnification asserted in writing as provided for in this Article VIII prior to the expiration date applicable to the representation or warranty with respect to which such claim for indemnification is made shall survive until finally resolved and satisfied in full. For convenience of reference, the date upon which any representation and warranty contained herein shall terminate is referred to herein as the “Survival Date.” No third party other than the Indemnified Persons, shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Article VIII or otherwise. All covenants and agreements contained in this Agreement (and in the corresponding covenants and agreements set forth in any of the Documents) shall survive the Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxand continue in full force until fully performed in accordance with their terms.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have Notwithstanding any right of Buyer to bring investigate the affairs of the Company and notwithstanding any action against Seller as a result knowledge of any untruth facts determined or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made determinable by the M-C Sellers Buyer pursuant to such investigation, Buyer has the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only right to rely upon the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made of Seller contained in this Agreement. Notwithstanding any right of Seller to investigate the affairs of Buyer and notwithstanding any knowledge of facts determined or undertaken determinable by Seller under pursuant to such investigation, Seller has the right to rely upon the representations, warranties, covenants and agreements of Buyer contained in this Agreement. Except for the representations and warranties contained in Sections 3.01 (Organization and Standing; Corporate Power; Minute Books), unless otherwise specifically provided herein3.02 (Authorization), will not 3.04 (Stock Ownership; Subsidiaries), 3.05 (Actions Pending), 3.12 (Taxes), 3.13 (Employee Benefit Matters), 3.22 (Market Conduct Activities), 4.01 (Organization and Standing) and 4.02 (Authorization), all representations and warranties made by Seller or Buyer in Articles III and IV of this Agreement or in any document, certificate, schedule or instrument delivered or executed in connection herewith shall survive the Closing but for the period of two years after the Closing Date. The representations and warranties in Sections 3.01 (Organization and Standing), 3.02 (Authorization), 3.04 (Stock Ownership), 3.12 (Taxes), 3.13 (Employee Benefit Matters), 4.01 (Organization and Standing), and 4.02 (Authorization) shall survive the Closing until 30 days after the expiration of all relevant statutes of limitations (including all periods of extension, whether automatic or permissive). The representations and warranties in Section 3.05 (Actions Pending) and 3.22 (Market Conduct) shall survive the Closing for the period of 54 months after the Closing Date. The representations and warranties contained in this Agreement shall expire on the last day of the applicable period set forth above and all claims for inaccuracy or breach of said representations and warranties will be merged into deemed waived unless written notice of the Deed and other Closing documents delivered at inaccuracy or breach thereof shall have been given to the Closing. Purchaser’s knowledge breaching party prior to the expiration of the applicable period, in which event such representation or warranty shall mean survive to the present actual knowledge extent of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxthe claim referred to in the notice until such claim has been resolved.

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants (other than Post-Closing Covenants, as defined below) of the Company, Parent and Merger Sub contained in this Agreement and the Merger-Related Agreements (other than the Earn Out Bonus Agreement) shall survive the Closing until the twelve (12) month anniversary of the Closing Date (the date of expiration of such period, the “Survival Date”); provided, however, that, in the event of the fraudulent breach of any representation or warranty of the Company contained in this Agreement or the Certificates, such representation or warranty shall survive without limitation; provided further, that (a) the representations and warranties of Seller set forth the Company contained in Subsections 8.1 Section 2.2 (a) through (gCompany Capital Structure), Section 2.4 (i)Authority and Enforceability) and Section 2.5 (Stockholder Consent) shall not terminate, (jb) the representations and warranties of the Company contained in Section 2.10 (kTax Matters) will shall survive until the Closing for a period of date that is six (6) monthsmonths after the longest applicable statute of limitations (including extensions thereof), after which time they will merge into (c) the Deed. The representations and warranties of Seller set forth Parent and Merger Sub contained in Subsection 8.1 Section 3.2 (hDue Authorization) will survive the Closing for a period of one and Section 3.4 (1Parent Stock) year, after which time they will merge into the Deed. Purchaser will shall not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless terminate and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to (d) the representations and warranties made by of each Company Stockholder contained in a Stockholder Letter of Transmittal or a Joinder and Waiver Agreement shall not terminate (such representations and warranties described in clauses (a), (b) (c) and (d) of this Section 7.1 being referred to hereinafter as the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00“Surviving Representations”); and then only to the extent of such excess. In additionprovided further, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to that any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections covenants of the PropertyCompany and Parent, which by their terms or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates as the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not context requires survive the Closing but will (“Post-Closing Covenants”), shall survive until the expiration of any applicable statutes of limitation. In the event an Officer’s Certificate meeting the requirements of Section 7.5(a) is delivered before the date on which such representation and warranty or covenant ceases to survive, then the claims arising in connection with such Officer’s Certificate shall survive for the benefit of all Indemnified Parties beyond the expiration of the applicable survival period for such representation and or warranty or covenant. In the event that any such Officer’s Certificate is not so delivered before the date on which such representation and warranty or covenant ceases to survive, then any indemnification claims with respect thereof shall be merged into the Deed barred, and other Closing documents delivered at the Closing. Purchaser’s knowledge no Indemnifying Party shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxhave any liability whatsoever with respect thereto.

Survival of Representations, Warranties and Covenants. Each and every covenant contained in this Agreement (other than the covenants which by their terms are to be performed by any of the Parties following Closing (collectively, the “Surviving Covenants”) shall expire with the consummation of the sale of the Shares and shall not survive the Closing; and none of the Sellers, the Company or the Buyer shall have any Liability whatsoever with respect to any such covenant thereafter. The Surviving Covenants will survive the Closing Date until, and will expire when, in each case, the applicable statute of limitations has expired or until the applicable Surviving Covenant expires in accordance with the terms of this Agreement. With the exception of (i) the Surviving Seller Representations set forth in Section 3.9 (Tax Matters), which shall survive until the expiration of the applicable statute of limitations with respect to any claim, and (ii) the Surviving Seller Representations set forth in Section 3.1 (Organization of the Company), Section 3.2 (Authorization), Section 3.3(a) (Capitalization; Subsidiaries), Sections 3.20 and 4.6 (Brokers’ Fees), Section 4.1 (Organization), Section 4.2 (Authorization), and Section 4.3 (Title to Shares), which shall survive indefinitely (clauses (i) and (ii) collectively, the “Fundamental Representations”), the representations and warranties of the Company or any Seller set forth contained in Subsections 8.1 (a) through (g), (i), (j) this Agreement or in any agreement or document executed and (k) will delivered pursuant hereto shall survive the Closing for a period of six (6) months, after which time they will merge into eighteen months from the DeedClosing Date. The representations Surviving Buyer Representations shall survive indefinitely. The obligations of each Party to indemnify and warranties defend the other Parties and other Persons pursuant to this Article VIII shall terminate upon the expiration of Seller the applicable survival periods as set forth above; provided that to the extent any claims for indemnification in Subsection 8.1 (h) will survive the Closing for respect of a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out breach of any such untruth representation or inaccuracy when combined with warranty is made on or before the aggregate amount of all liability and losses with respect to date on which such representation or warranty expires, then such representation or warranty shall survive until the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent resolution of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxclaim.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections Section 8.1 (a) through (g), (i), (j) and (k) the covenants of Seller set forth in Section 7.1 will survive the Closing with respect to the Properties sold at such Closing for a period of six twelve (612) months, after which time they will terminate and merge into the DeedDeeds for the Properties. The representations and warranties of Seller set forth in Subsection 8.1 (h) Neither Purchaser nor any Qualified Assignee will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations or warranties or any breach of such representations, warranties or certificationscovenants of Seller, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses or any such breach with respect to any Property exceeds the representations and warranties made by the M-C Sellers pursuant to the Other P&S AgreementsProperty Deductible set forth in Section 8.5, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In additionOther than with respect to Material Title Defects raised by Purchaser pursuant to Section 5.4 (which shall be resolved in accordance with Section 5.4), in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representationsrepresentation, warranties warranty, certification or certifications herein covenant if, prior to the Closing, Purchaser obtains or any Qualified Assignee has actual knowledge (from whatever sourceof any breach of such representation, includingwarranty, without limitationcertification or covenant, or if any tenant estoppel certificates, as a result of document made available in the Data Room for Purchaser’s due diligence testsreview discloses a breach or one or more facts that materially conflict with any such representation, investigations and inspections of the Propertywarranty, certification or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, covenant and Purchaser or any Qualified Assignee nevertheless consummates fails to notify Seller and make a claim with respect thereto pursuant to Section 8.7 and Purchaser or any Qualified Assignee proceeds to consummate the transaction contemplated by this AgreementClosing. The Closing Surviving Obligations and the Termination Surviving Obligations will survive the Closing or termination of this Agreement, as applicable, without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, certifications and covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed Deeds for the Properties and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)Section 8.1, (i)and the covenants of Seller set forth in Section 7.1, (j) and (k) will survive the Closing for a period of six twelve (612) monthsmonths provided, after which time they will merge into however, that all of the Deed. The representations and warranties of Seller limitations set forth in Subsection 8.1 (h) will survive this Section 8.3 shall not apply to the Secaucus Litigation, as set forth in Section 8.1(d), and the obligations and liabilities of MCRLP thereunder, which obligations and liabilities shall be an independent Closing for a period of one (1) year, after which time they will merge into the DeedSurviving Obligation. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representationsrepresentations and warranties, warranties or certificationsany such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsinaccuracy, or any such breach, exceeds Two One Hundred Fifty Thousand Dollars ($250,000.00100,000); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective 's liability for all such breaches exceed, in the aggregate, the sum of Six Two Million Five Hundred Dollars ($6,000,000.002,500,000). Seller shall have no liability with respect to any of Seller’s 's representations, warranties or certifications and covenants herein if, prior to the Closing, Purchaser obtains has knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s 's due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s 's agents and employees) of any breach of a covenant of Seller herein, or if the officers and employees of Purchaser primarily responsible for this transaction have actual knowledge (as opposed to constructive or imputed knowledge) or obtain knowledge that contradicts any of Seller’s 's representations, warranties or certificationsand covenants herein, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. For the twelve (12) month period following Closing, Grove Street Associates of Jersey City Limited Partnership agrees to maintain assets having a net worth of at least $4,000,000; in the event that such entity does not maintain such assets, then MCRLP shall guaranty the obligations of Seller pursuant to this Section 8.3. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing Date but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations (a) Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and warranties covenants of Seller Sellers set forth in Subsections 8.1 this Agreement and Sellers’ liability under any provision of this Agreement, and under any Closing Document (a) through (gas defined below), (i), (j) and (k) will survive the Closing for a period ending on November 30, 2016; provided however, that if Purchaser delivers written notice(s) to Seller(s) of six a breach of a representation, warranty or covenant of Seller(s) prior to the expiration of such period (6such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) monthsshall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, after which time they will merge into if applicable, the Deed. The representations and warranties resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the DeedSurvival Period”). Purchaser will shall not have any right to bring any action for monetary damages against such Seller as a result of (i) any untruth untruth, inaccuracy or inaccuracy breach of such representationsrepresentations and warranties under this Agreement, warranties or certificationsany Closing Document, or (ii) the failure of Sellers to perform their obligations under any other provision of this Agreement, or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and a -50- nd losses arising out of any all such untruth or inaccuracy when combined with the aggregate amount of all untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and losses with respect costs due to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, Purchaser) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess100,000. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, the sum of Six Million Dollars one percent ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections 1%) of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this AgreementPurchase Price. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided In order to secure Sellers’ obligations set forth in this Agreement. All other representationsSection 16.1(a), warrantiesSellers shall cause Xxxxx Real Estate Investment Trust, covenants Inc., a Maryland corporation, (“Guarantor”), to execute and agreements made or undertaken by Seller deliver a guaranty in favor of Purchasers guaranteeing Sellers’ obligations under this Agreement, unless otherwise specifically provided herein, will not survive Section 16.1(a) for the Closing but will be merged into duration of the Deed and other Closing documents delivered at Survival Period (the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx“Guaranty”).

Survival of Representations, Warranties and Covenants. The (a) All representations and warranties of Seller the Company and the Purchaser contained in this Agreement shall survive the consummation of the Closing as follows: (i) representations and warranties set forth in Subsections 8.1 Section 6.1 (aDue Organization, Good Standing, and Corporate Power); Section 6.2 (Title to Shares; Capitalization); Section 6.3 (Authority and Enforceability); Section 6.19 (No Brokers or Finders); Section 6.20 (Tax Matters); Section 7.1 (Due Organization, Good Standing, and Corporate Power); and Section 7.2 (Authority and Enforceability) through (g)collectively, (i), (jthe “Fundamental Representations”) and (k) will shall survive the Closing and continue until (A) in the case of Section 6.20 (Tax Matters), fifteen (15) months after the Closing Date, and (B) in the case of all other Fundamental Representations, sixty (60) days after the expiration of the applicable statute of limitations with respect to a Claim brought for a period misrepresentation or breach of six the Fundamental Representations; (6ii) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 Section 6.23 (hCompliance with Educational Laws) will shall survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and continue until the aggregate amount of date which is fifteen (15) months after the Closing Date; and (iii) all liability other representations and losses arising out of any such untruth or inaccuracy when combined with warranties shall survive the aggregate amount of all liability Closing and losses continue until the date which is twelve (12) months after the Closing Date. No Claim against the Purchaser pursuant to Section 12.1(b)(ii) with respect to a breach of or failure to perform any covenant or agreement shall be brought or asserted after the representations and warranties made by date which is fifteen (15) months after the M-C Sellers Closing Date. No Claim against any Seller pursuant to Section 12.1(a)(iii) or Section 12.1(a)(iv) shall be brought or asserted after the Other P&S Agreementsdate which is fifteen (15) months after the Closing Date, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00and no Claim against any Seller pursuant to Section 12.1(a)(ii); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00Section 12.1(a)(v). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller Section 12.1(a)(vi) shall be brought or Seller’s agents and employees) that contradicts any of Seller’s representationsasserted after April 30, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided 2024 (each such date set forth in this Agreement. All other representationsSection 12.2(a), warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxa “Survival Period”).

Survival of Representations, Warranties and Covenants. The Except as to (i) the representations and warranties of Seller set forth contained in Subsections 8.1 Paragraph 3.3 (a) through (grelating to title to the Presto Shares), and the covenant in Paragraph 9.2 (irelating to the delivery of Presto Shares and other instruments and forms) which shall survive the closing and remain in effect indefinitely, (ii) the representations and warranties contained in Paragraph 3.22 (relating to environmental matters), which shall survive the Closing until the expiration of three (j3) years from the Closing Date, (iii) the covenants contained in Paragraphs 6.9 (relating to covenant not to compete) and 6.10 (krelating to non-solicitation) will which shall survive the Closing for a period of six the periods specified therein and (6iv) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made contained in Paragraph 3.10 (relating to Taxes), which shall survive the Closing until the expiration of the last day on which any Tax may be validly assessed by the M-C Sellers pursuant Internal Revenue Service 50 or any other Governmental Entity against the Presto Assets or the Presto Business, the representations, warranties and covenants of the Shareholders and of Buyer contained in this Agreement shall survive the Closing until the expiration of eighteen (18) months from the Closing Date. Any demand for indemnification or associated action hereunder must be made if at all on or before the time periods described in this paragraph 11.8, by the party making such demand or instituting such action ("Claimant") either (i) instituting litigation ------ by that date and serving notice thereof in writing on against whom any such liability is asserted the party(s) ("Indemnifying Parties") within three (3) months of the filing of the complaint or other filing initiating such action or (ii) giving written notice on or -- before such date to the Other P&S AgreementsIndemnifying Parties (in the case of notice given by Buyer (or its director, exceeds Two Hundred Fifty Thousand Dollars officer, shareholder, employee or agent, as appropriate), such notice need be given to not fewer than two ($250,000.00); and then only to 2) Principal Shareholders specifying the extent nature of such excess. In addition, in no event will the Seller’s demand or cause of action and the M-C Sellers’ collective liability for all such breaches exceed, general facts upon which it is or will be based. The requisite degree of specificity shall be that which is reasonable under the circumstances then obtaining. Unless a Claimant hereunder institutes an action in the aggregate, the sum respect of Six Million Dollars ($6,000,000.00). Seller shall have no liability a claim hereunder or provides a written notice with respect to any of Seller’s representationssuch claim as provided above, warranties in either case on or certifications herein if, prior to before the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections expiration of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided time periods described herein, will such claim may not survive the Closing but will be merged into the Deed pursued, shall thereafter be deemed irrevocably waived and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxxforever barred.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections Sections 7.3, 8.1 (a) through (g)and 11.1, (i)together with Seller's liability for any breach before Closing of any of Seller's interim operating covenants under Section 7.1, (j) and (k) will survive the Closing for a period of six twelve (612) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representationsrepresentations and warranties, warranties or certificationsany such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsinaccuracy, or any such breach, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); 25,000, and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective 's liability for all such breaches exceed, in the aggregateaggregate $400,000. Notwithstanding the foregoing, Seller's liability for a breach of Section 8.1(b) shall be valued at an aggregate amount up to a maximum of the sum of Six Million Dollars ($6,000,000.00)Purchase Price. Seller shall have no liability with respect to any of Seller’s 's representations, warranties or certifications and covenants herein if, prior to the Closing, Purchaser has actual knowledge of any breach of a covenant of Seller herein, or Purchaser obtains actual knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s 's due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s 's agents and employees) that contradicts any of Seller’s representations, 's representations and warranties or certificationsherein, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing Date but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)Article 2 are made as of the Effective Date and the Closing Date, (i)and shall not be deemed to be merged into or waived by the instruments of Closing, (j) and (k) will but shall survive the Closing for a period of six 12 months (6) months, after which time they will merge into the Deed“Survival Period”). The representations and warranties of Seller All covenants set forth in Subsection 8.1 (h) will this Agreement shall survive the Closing indefinitely and shall not be deemed to be merged into or waived by the instruments of Closing. Terms such as “to iStar’s Knowledge,” “to the best of iStar’s Knowledge” or like phrases mean the actual knowledge of Xxx Xxxxxxxx, Xxxx Xxxxx and Xxxxxxxx Xxxxxx (“iStar’s Representatives”), without any duty of inquiry or investigation; provided that so qualifying iStar’s knowledge shall in no event give rise to any personal liability on the part of iStar’s Representatives, or any of them, or any other officer or employee of iStar, on account of any breach of any representation or warranty made by iStar herein. Said terms do not include constructive knowledge, imputed knowledge, or knowledge iStar or such persons do not have but could have obtained through further investigation or inquiry. No broker, agent, or party other than iStar is authorized to make any representation or warranty for or on behalf of iStar. Each party shall have the right to bring an action against the other on the breach of a period of one representation or warranty or covenant hereunder or in the documents delivered by iStar at the Closing, but only on the following conditions: (1) yearthe party bringing the action for breach first learns of the breach after Closing and, after which time they will merge into in the Deed. Purchaser will not case of a claim for breach of representatives or warranties, files such action within the Survival Period and (2) neither party shall have any the right to bring any a cause of action against Seller as for a result breach of any untruth a representation or inaccuracy warranty or covenant unless the damage to such party on account of such representations, warranties breach (individually or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with damages from other breaches) equals or exceeds the aggregate amount greater of all liability and losses with respect to (a) [4.5% of the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreementsindemnity cap] or (b) $250,000, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. Neither party shall have any liability after Closing for the breach of a representation or warranty or covenant hereunder of which the other party hereto had knowledge as of Closing. Notwithstanding any other provision of this Agreement, any agreement contemplated by this Agreement, or any rights which Safety, the Operating Partnership might otherwise have at law, equity, or by statute, whether based on contract or some other claim, Safety, the Operating Partnership agree that: (i) any liability of iStar to Safety, the Operating Partnership and their affiliates will be limited to [$ ](1); and (ii) iStar may satisfy any liability to Safety, the Operating Partnership and their affiliates in full by delivering (a) a number of shares of Safety Common Stock equal to the total liability of iStar divided by the Value of the Safety Common Stock on the date that is three Trading Days prior to, but excluding, the date on which Safety and the Operating Partnership notified iStar in writing of the claims that resulted in the liability; (b) a cash lump sum; or (c) a combination of cash and Safety Common Stock valued in accordance with subclause (a). In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior either party be liable to the Closingother party for incidental, Purchaser obtains knowledge (from whatever sourceconsequential, including, without limitation, any tenant estoppel certificates, or punitive damages as a result of Purchaser’s due diligence tests, investigations and inspections the breach of the Property, any or written disclosure by Seller all representations or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by set forth in this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in provisions of this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not Section 3.1 shall survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g)Section 8.1, (i), (j) in the Seller Certificate delivered prior to the expiration of the Evaluation Period and (k) in any documents delivered at Closing and the certifications contained in any Seller estoppels delivered under the third paragraph of Section 7.2 will survive the Closing for a period of six ten (610) months, after which time they will merge into the Deed, and Purchaser will have no right to assert a claim based thereon after the ten-month period. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive During the Closing for a period of one (1) yearten-month period, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, or any such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with inaccuracy, or any such breach, exceeds one-tenth of one percent (00.1%) of the Purchase Price; provided that if the aggregate amount of all liability and losses with respect exceeds such one-tenth on one percent (00.1%) of the Purchase Price, Purchase shall be entitled to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of recover all such excessamounts. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such untruths, inaccuracies or breaches exceed, in the aggregate, the sum of Six One Million Dollars ($6,000,000.001,000,000); provided, however, that this cap on liability shall not apply to Seller’s liability resulting from any Seller estoppels delivered pursuant to Section 7.2 above. Notwithstanding any other provision of this Agreement, unless Purchaser can prove that Seller shall have no liability made an intentionally false representation, warranty or certification as of the Effective Date, as of the expiration of the Evaluation Period or as of the Closing Date, the representations, warranties and certifications of Seller are hereby modified to be made true to the extent that, as of the date hereof with respect to any the representations and warranties made herein, and as of Seller’s the Closing Date with respect to representations, warranties or and certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, made by Seller as a result of Purchaser’s due diligence tests, investigations and inspections of the PropertyClosing Date, (i) information contained in the Documents made available to Purchaser or its Licensee Parties pursuant to Section 5.2(a) makes the subject representation, warranty or certification not true, or (ii) either Purchaser or the Licensee Parties has knowledge that the subject representation, warranty or certification is untrue, or (iii) Seller has delivered or made available to Purchaser or the Licensee Parties other written disclosure by Seller information disclosing that the subject representation, warranty or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreementcertification is not true. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Subject to the limitations or liability set forth above in this Section 8.3, one (1) Business Day prior to the expiration of the Evaluation Period, Seller shall deliver to Purchaser a Seller Certificate updating as of such date, the representations, warranties and certifications set forth in Section 8.1, subject to such modifications as shall be permitted by virtue of (i) the operating covenants contained in Section 7.1 above, (ii) facts raised during Purchaser’s knowledge shall mean due diligence process or (iii) changes at the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx XxxxxxxxProperty during the Evaluation Period.