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

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, as updated by Seller's Closing Certificate, shall survive Closing for a period of one hundred eighty nine (1809) daysmonths after Closing. No Except with respect to fraudulent misrepresentation, in which event Section 6.2 shall apply, no claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, and (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Twenty-Five Thousand and No/100 Dollars ($25,00025,000.00) (the "Floor")or more, in which event the full amount of such valid claims shall be actionable actionable, up to but not exceeding the cap set forth in amount of the following sentenceCap (as defined below), and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty nine (1809) day month period and an action shall have been commenced by Purchaser against Seller within two hundred twenty twelve (22012) days of months after Closing. Further Purchaser agrees that any recovery against Seller for In the event of any breach by Seller of Seller's covenants, agreements, its representations and warranties hereunder contained herein which Purchaser first discovers after Closing and provides timely notice as aforesaid, Seller shall indemnify and hold Purchaser harmless from and against any and all loss, damage, cost or under any other agreement, document, certificate or instrument delivered by expense resulting therefrom up to but not exceeding the Cap. Seller shall not be liable to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Purchaser's claim is satisfied in full from any insurance policy, Designated Service Contract or Lease. As used herein, the term “Cap” shall mean the total aggregate amount equal to two percent (2%) of the Purchase Price. In no event shall Seller's fraudaggregate liability to Purchaser for any and all breaches of any representation or warranty of Seller in this Agreement or Seller's Closing Certificate exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to damages or compensation for any and all such breaches in excess of the Cap. Notwithstanding anything contained herein to the contrary, if Seller had actual knowledge that any representation or warranty was untrue when made, and Seller fraudulently made such representation or warranty (or intentionally and/or fraudulently failed to disclose subsequently arising information that rendered such representation or warranty untrue), then the Cap shall be increased to the amount of Purchaser’s actual direct third party costs and expenses incurred in connection with this Agreement.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Twenty-Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two one hundred twenty eighty (220180) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, transaction shall be limited to Purchaser's actual damages not in excess of One Million Five Hundred Thousand and 00/100 Dollars ($1,000,000500,000) (the "Cap") in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap Cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudfraud or intentional misrepresentation.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(f), shall survive Closing for a period of one hundred eighty (180) daysdays (excepting Section 5.1(a), which shall have no such limitation)(the “Limitation Period”). No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Three Hundred Seventy-Five Thousand Dollars ($25,000) (the "Floor"), in 375,000)in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period the Limitation Period and an action shall have been commenced by Purchaser against Seller within two hundred twenty ninety (22090) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further Purchaser agrees that to first seek recovery under any insurance policies or service contracts prior to seeking recovery from Seller (other than commencement of an action to preserve Purchaser’s rights under this Section 5.3), and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies or service contracts. As used herein, the term “Cap” shall mean the total aggregate amount of Eight Million Two Hundred Fifty Thousand Dollars ($8,250,000). In no event shall Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by Seller at Closing pursuant to Section 4.2(g) hereof exceed the amount of the Cap. Any written disclosure delivered to Purchaser by Seller or any other entity prior to the end of the Inspection Period, and any fact or matter which is within the actual knowledge of Purchaser (which as used herein shall mean only the actual knowledge of Xxxxxxx X. Xxxxxx or Xxxx Warning) shall constitute notice to Purchaser of the fact or matter so disclosed or actually known, as applicable, and Purchaser shall be deemed to have waived any claim against Seller for on account of any breach inconsistency between such fact or matter and any of Seller's covenants, agreements, the foregoing representations and warranties hereunder if Purchaser does not terminate this Agreement prior to the end of the Inspection Period. In addition, any written disclosure delivered to Purchaser by Seller or under any other agreemententity or any matter actually known to Purchaser following the expiration of the Inspection Period and prior to the Closing which is materially inconsistent with any of the foregoing representations and warranties shall constitute notice to Purchaser of the matters disclosed, documentand Seller shall have no further liability on account of any such inconsistencies if Purchaser waives such matter in writing and consummates the transaction contemplated hereby. For the purposes of this Agreement, certificate or instrument delivered any disclosure by Seller of any matter made in any of the Schedules or Exhibits to Purchaserthis Agreement shall be deemed a disclosure of such matter in each and every Schedule or Exhibit to this Agreement. In the event that, or under any law applicable prior to the Property Closing, Purchaser obtains actual knowledge of any information which indicates that any of the representations and warranties (including any of the matters disclosed in any of the Schedules or this transactionExhibits hereto) are untrue, Purchaser shall promptly advise Seller in writing of such information. Purchaser shall be limited deemed to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in have waived the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages inaccuracy of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor such representation and the cap will not apply to actual damages incurred by Purchaser warranty to the extent Purchaser fails to notify Seller of Purchaser’s disapproval of such damage was caused by Seller's fraudinformation pursuant to the preceding sentence and thereafter consummates the transactions contemplated hereby. In the event Purchaser waives in writing any representation or warranty, then Seller shall have no liability under this Agreement for such representation or warranty to the extent waived.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in this Article IV, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 5.17.2(k) hereof, shall survive Closing for a period of one hundred eighty nine (1809) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to ClosingBuyer as of the Closing Date, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims claims, up to but not exceeding the sum of $350,000, shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty nine (1809) day month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty ten (22010) days of months after Closing. Further Purchaser Seller covenants and agrees that any recovery against Seller for any breach to maintain a net worth of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million less than Three Hundred Fifty Thousand and 00/100 Dollars ($1,000,000350,000.00) during such survival period and for so long as any claim properly asserted during such period remains pending. As used in this Article IV, the aggregate term “Seller’s knowledge” or any similar phrase shall mean the actual, not constructive or implied, knowledge of Xxxxxx X. Xxxxxxx without any further obligation on such person’s part to make any independent investigation of the matters being represented and that in no event shall Purchaser be entitled warranted, or to seek or obtain make any further inquiry of any other damages persons, or to search or examine any files, records, books or correspondence. Buyer acknowledges that such individual is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purposes of imposing any kind, including, without limitation, consequential, indirect liability on or punitive damages. Notwithstanding anything creating any duties running from such individual to Buyer and Buyer agrees that such individual shall not have any liability under this Agreement or in connection with the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudtransactions contemplated hereby.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section SECTION 5.1, as updated by Seller's Closing Certificate, shall survive Closing for a period of one hundred eighty (1801) daysyear after Closing. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for FOR all such breaches collectively aggregate more than Twenty Five Thousand Dollars FIFTY THOUSAND AND NO/100 DOLLARS ($25,00050,000.00) (the "Floor")or more, in which event the full amount of such valid claims shall be actionable actionable, up to but not exceeding the cap set forth in amount of the following sentenceCap (as defined below), and (c) unless written notice NOTICE containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty one (2201) days of year after Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller shall not be liable to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Purchaser's claim is satisfied from any insurance policy, service contract or Lease. As used herein, the term "CAP" shall mean the total aggregate amount of ONE MILLION THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,350,000.00). In no event shall Seller's fraudaggregate liability to Purchaser for any and all breaches of any representation or warranty of Seller in this Agreement or Seller's Closing Certificate exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to damages or compensation for any and all such breaches in excess of the Cap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(e) hereof, shall survive Closing for a period of one hundred eighty (1801) daysyear. No claim for a breach of any representation or warranty of Seller under this Agreement shall be actionable or payable unless each of the following are satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was not known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five One Hundred Thousand Dollars ($25,000) (the "Floor"100,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (1801) day year period and an action shall have been commenced by Purchaser against Seller within two hundred twenty thirty (22030) days after the termination of Closingthe survival period provided for above in this Section 5.3 (except that if Purchaser is seeking recovery from any third party as provided in the following sentence, Purchaser shall only be required to provide written notice to Seller within the one (1) year period and shall not be required to commence an action against Seller to preserve its claims). Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance/title policies, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to and the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars Operating Agreements ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequentialthe Management Agreement) prior to seeking recovery from Seller, indirect and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies or agreements. As used herein, the term “Cap” shall mean the total aggregate amount of Two Million Dollars ($2,000,000). In no event shall (i) Seller’s aggregate liability to Purchaser with respect to (A) any breach of any representation or warranty of Seller in this Agreement (as modified by any certificate to be delivered by Seller at Closing pursuant to Section 4.2(e) hereof), or (B) or any other claim whatsoever by Purchaser against Seller hereof exceed the amount of the Cap, or (ii) Seller be liable for any consequential or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in this Article IV, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 5.17.2(j) hereof, shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless Buyer as of the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceClosing Date, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day twelve-month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty fourteen (22014) days of months after Closing. Further Purchaser agrees Notwithstanding the foregoing, if Buyer knew at Closing that a representation or warranty contained in this Article IV was not true at Closing and Buyer nonetheless elected to proceed with the Closing, Buyer shall not have any recovery against Seller right to make a claim hereunder for any a breach of Seller's covenants, agreements, representations and warranties hereunder such representation or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable warranty. Notwithstanding anything herein to the Property contrary, Seller shall in no event have any liability for breach of any representation or warranty set forth in this transaction, shall be limited to Purchaser's actual damages not Article IV in excess of One Million and 00/100 Dollars ($1,000,000) 500,000 in the aggregate, which liability limit shall apply to the aggregate liability of Seller under the Railside Sale Agreement. The foregoing limitations of time and that in no event dollar amount shall Purchaser be entitled not, however, apply to seek or obtain any other damages obligations or covenants of Seller hereunder or to any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudother closing documents.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred eighty six (1806) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to ClosingClosing ("known to Purchaser" meaning the actual knowledge of Marsxxxx X. Xxxxx), (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thirty Thousand Dollars ($25,000) (the "Floor"30,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to within ten (10) days after the expiration of said one hundred eighty six (1806) day month period and an action shall have been commenced by Purchaser against Seller within two hundred twenty six (2206) days months after the termination of Closingthe survival period provided for above in this Section 5.3. Further Purchaser agrees that to first seek recovery under any insurance policies, service contracts and Leases prior to seeking recovery against from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five Hundred Thousand Dollars ($500,000). In no event shall Seller's aggregate liability to Purchaser for any breach of Seller's covenantsany representation or warranty of Seller in this Agreement, agreements, representations and warranties hereunder or under any other agreement, document, the certificate or instrument to be delivered by Seller at Closing pursuant to PurchaserSection 4.2(g) hereof, or under any law applicable to otherwise, exceed the Property or this transaction, shall be limited to Purchaser's actual damages not in excess amount of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudCap.

Survival of Seller’s Representations and Warranties. The representation representations and warranty warranties of each Seller set forth in Section 5.1(a5.1 hereof, as updated by the certificate of such Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(f) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1hereof, shall survive Closing for a period of one hundred eighty seven (1807) daysmonths (such period being the “Survival Period”). No Seller shall have any liability hereunder relating to a breach of a representation or warranty by any other Seller, it being agreed by Purchaser that any liabilities relating to a breach of a representation or warranty shall be several. No claim for a breach of any representation or warranty of any Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state one of facts or other matter which was known to Purchaser has knowledge prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate against any one or more than Twenty Five of such Sellers (including, without limitation, all attorneys’ fees and court costs) exceed the lesser of Fifty Thousand and No/100 Dollars ($25,00050,000.00) for any single Seller or Property or collectively aggregate to more than One Hundred Thousand and No/100 Dollars (the "Floor")$100,000.00) with respect to all Sellers and all Properties, in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless Purchaser has provided written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller Sellers prior to the expiration of said one hundred eighty (180) day period the Survival Period and an action shall have been commenced by Purchaser against Seller within two hundred twenty the applicable Seller, if at all, prior to thirty (22030) days after the expiration of Closingthe Survival Period. Further For purposes of the foregoing sentence, Purchaser agrees that shall be deemed to have “knowledge” of any recovery against Seller for any such breach if (i) Purchaser has actual knowledge of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered such breach (including by Seller notification pursuant to PurchaserSection 5.4(g)(iii)), (ii) such breach is disclosed in materials included in the Datasite as of 4 p.m. (Central Time) on December 18, 2014, (iii) such breach is disclosed in any exhibits or schedules to this Agreement, or under any law applicable to (iv) such breach is disclosed by the Property Title Commitments or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars Surveys ($1,000,000) in as the aggregate and that in same may have been updated). In no event shall the total amount of all Sellers’ aggregate liability to Purchaser be entitled to seek or obtain any other damages of any kindunder this Agreement, including, without limitation, consequentialliability for breach of any representation or warranty of any Seller in this Agreement and/or the certificate to be delivered by such Seller at Closing pursuant to Section 4.2(f) hereof, indirect or punitive damagesexceed the amount of One Million Eight Hundred Forty-Six Thousand Five Hundred and No/100 Dollars ($1,846,500.00) (in total, with respect to all Sellers and all Properties) (the “Cap”). Notwithstanding anything Sellers shall deposit with the Title Company at Closing the full amount of the Cap, which amount shall be held in escrow during the Survival Period pursuant to the contrary terms of an Escrow Agreement in the foregoingform of Exhibit J attached hereto (the “Holdback Escrow Agreement”); provided, however, that the Floor and the cap will Cap shall not apply to any Seller’s liability with respect to prorations contained in Section 4.4, any Seller’s actual damages incurred by fraud, or Sellers’ liabilities under Section 8.1. Upon the expiration of the Survival Period, if Purchaser shall not have filed any claim with respect to the extent such damage was caused provisions of this Section 5.3 in accordance with the terms and provisions of the Holdback Escrow Agreement, the Title Company shall, upon written request from Sellers, promptly disburse the Cap amount to Sellers pursuant to directions provided by Seller's fraudSellers despite any objection by Purchaser.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, as updated in accordance with Section 4.2(f) of this Agreement, and/or set forth in any estoppel certificate or other document or agreement delivered by Seller pursuant to this Agreement or in connection with the consummation of the transactions contemplated hereby (all such representations and warranties of Seller, collectively, the “Seller’s Representations”), shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller Seller’s Representation shall be actionable or payable unless each of the following conditions is satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five Two Hundred Fifty Thousand Dollars ($25,000) (the "Floor"250,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty twelve (18012) day month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty sixty (22060) days after the termination of the survival period provided for above in this Section 5.2, and (c) the Closing has occurred and Buyer did not have verifiable knowledge that the applicable Seller’s Representation was incorrect prior to Closing. Further Purchaser Buyer agrees that any to concurrently seek recovery against Seller for and under any breach of Seller's covenantsinsurance policies, the Title Policies and other applicable agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller shall not be liable to Purchaser, or under any law applicable Buyer to the Property extent Buyer’s claim is actually satisfied from any sums recovered from such insurance policies, Title Policies or other applicable agreements. Notwithstanding any provision of this transactionAgreement to the contrary, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser (i) Seller’s aggregate liability to Buyer for breach of any Seller’s Representations exceed an amount equal to three percent (3%) of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, or (ii) Seller be entitled to seek or obtain liable for any other consequential damages of Buyer or any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1this Agreement, including, without limitation, Article 4 hereof, shall survive the Closing for a period of one hundred eighty (180) dayscalendar days following the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.12. No claim asserted after Closing for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser Buyer prior to ClosingClosing or disclosed or referenced in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (ba) unless the valid claims for all such breaches with respect to the Property collectively aggregate more than Twenty Five Fifty Thousand Dollars ($25,000) (the "Floor"50,000.00), in which event only the full amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.00) shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section 10.12), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day period the Survival Period and an action shall have been commenced and filed by Purchaser Buyer against Seller within two hundred twenty sixty (22060) days after delivery of Closingnotice of the alleged breach. Further Purchaser agrees that As used herein, the term “Cap” shall mean One Hundred Thousand Dollars ($100,000.00) in the aggregate. In no event whatsoever shall Seller have any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller liability to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not Buyer in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain Cap for any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudclaims asserted after Closing for a breach.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 hereof as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thirty Thousand and No/100 Dollars ($25,000) (the "Floor"30,000.00), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty sixty (22060) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentservice contracts and Leases prior to seeking recovery from Seller, certificate and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, service contracts or instrument delivered by Seller to Purchaserthe Leases. As used herein, or under any law applicable to the Property or this transaction, term “Cap” shall be limited to Purchaser's actual damages not in excess mean the total aggregate amount of One Million Hundred Ninety Five Thousand and 00/100 No/100 Dollars ($1,000,000) in the aggregate and that in 195,000.00). In no event shall Seller’s aggregate liability to Purchaser be entitled to seek under this Agreement for breach of any representation or obtain warranty of Seller in this Agreement or for any other damages breach by Seller under this Agreement exceed the amount of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudCap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1this Agreement, including, without limitation, Article 4 hereof, shall survive the Closing for a period of one hundred eighty nine (1809) daysmonths following the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.13. No claim asserted after Closing for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser Buyer prior to ClosingClosing or disclosed or referenced in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policies, Existing Survey, Title Insurance Commitment or Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (ba) unless the valid claims for all such breaches with respect to the Property collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor")10,000.00, in which event only the full amount of such valid claims in excess of $10,000.00 shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section 10.12), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day period the Survival Period and an action shall have been commenced and filed by Purchaser Buyer against Seller within two hundred twenty sixty (22060) days after delivery of Closingnotice of the alleged breach. Further Purchaser agrees that As used herein, the term “Cap” shall mean One Million Five Hundred Thousand Dollars ($1,500,000.00) in the aggregate. In no event whatsoever shall Seller have any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller liability to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not Buyer in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain Cap for any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudclaims asserted after Closing for a breach.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 and 7.3 hereof and as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(e) hereof, shall survive Closing for a period of one hundred eighty (1801) daysyear. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Purchaser prior to ClosingClosing (it being agreed that information that is set forth in due diligence materials provided to Purchaser by Seller shall be deemed “known” to Purchaser), (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Fifty Thousand and No/100 Dollars ($25,000) (the "Floor"50,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (1801) day year period and an action shall have been commenced by Purchaser against Seller within two hundred twenty sixty (22060) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further As used herein, the term “Cap” shall mean the total aggregate amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00). In no event shall Seller’s aggregate liability to Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder any representation or under any other agreement, document, warranty of Seller in this Agreement or the certificate or instrument to be delivered by Seller at Closing pursuant to PurchaserSection 4.2(e) hereof exceed the amount of the Cap. For at least one (1) year after the Closing, or under any law applicable to the Property or this transaction, Seller shall be limited to Purchaser's actual damages maintain a tangible net worth of not in excess of less than One Million Five Hundred Thousand and 00/100 No/100 Dollars ($1,000,000) in 1,500,000.00), which obligation shall survive the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudClosing.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(e) hereof, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation representation, warranty or warranty covenant of Seller shall be actionable or payable unless each of the following conditions is satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was not known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five One Hundred Thousand and No/100 Dollars ($25,000) (the "Floor"100,000), in which event the full amount in excess of such amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty sixty (22060) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further To the extent applicable, Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentthe Title Policy and the Service Contracts prior to seeking recovery from Seller, certificate and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, Title Policy or instrument delivered by Seller to PurchaserService Contracts. As used herein, or under any law applicable to the Property or this transaction, term “Cap” shall be limited to Purchaser's actual damages not in excess mean the total aggregate amount of One Million Five Hundred Thousand and 00/100 No/100 Dollars ($1,000,000) in 1,500,000). Notwithstanding any provision of this Agreement to the aggregate and that contrary, in no event shall (i) Seller’s aggregate liability to Purchaser for breach of any representation, warranty or covenant of Seller in this Agreement or the certificate to be entitled delivered by Seller at Closing pursuant to seek or obtain Section 4.2(e) hereof, taken in the aggregate with any other claims by Purchaser against Seller (including any indemnification obligations), exceed the amount of the Cap, or (ii) Seller be liable for any consequential damages of Purchaser or any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1this Article 5, shall as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Article 9 hereof, will survive Closing for a period of one hundred eighty (180) daysuntil September 29, 2006. No claim for a breach of any representation or warranty of Seller shall will be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five One Hundred Fifty Thousand Dollars ($25,000) (the "Floor"150,000), in which event the full amount of such valid claims shall will be actionable actionable, up to but not exceeding the cap set forth in amount of the following sentenceLiability Cap (as defined below), and (c) unless written notice containing a description of the specific nature of such breach shall will have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period on or before September 29, 2006 and an action shall will have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closingon or before October 29, 2006. Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentservice contracts and Leases prior to seeking recovery from Seller, certificate and Seller will not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, service contracts or instrument delivered by Seller to PurchaserLeases. As used herein, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess term “Liability Cap” will mean the total aggregate amount of One Two Million and 00/100 Dollars ($1,000,000) in the aggregate and that in 2,000,000). In no event shall will Seller’s aggregate liability to Purchaser be entitled to seek or obtain any other damages for breach of any kind, including, without limitation, consequential, indirect representation or punitive damages. Notwithstanding anything to warranty of Seller in this Agreement exceed the contrary in amount of the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudLiability Cap.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth Notwithstanding anything to the contrary contained in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other this Agreement, the representations and warranties of Seller set forth in Section 5.1, 11.01 shall survive the Closing for a period of one hundred eighty (1801) daysyear. No With respect to any suit, claim for or cause of action that Purchaser has or may have as a result of any alleged untruth, inaccuracy or breach of any representation such representations or warranty of warranties under Section 11.01, Purchaser must give Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of any such breach shall have been given by Purchaser to Seller claims in each instance prior to the expiration of said one hundred eighty (1801) day period and an action year period. In the event Purchaser fails to provide such notice within such one (1) year period, Seller shall have been commenced by no liability whatsoever to Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, with respect to the representations and warranties hereunder set forth in Section 11.01. Purchaser will not have any right to bring any suit, claim or cause of action against Seller as a result of any alleged untruth, inaccuracy or breach of such representations and warranties under Section 11.01 unless and until the aggregate amount of all liability and losses arising out of all such untruths, inaccuracies and breaches exceeds $250,000.00 and then only to the extent of such excess. Purchaser agrees to first seek recovery under any other agreementinsurance policies prior to seeking recovery from Seller, documentand Seller shall not be liable to Purchaser for such untruths, certificate or instrument delivered by Seller to inaccuracies and/or breaches under Section 11.01 if Purchaser's claim is satisfied from such insurance policies. In addition, or under any law applicable notwithstanding anything to the Property contrary contained in this Agreement or this transaction, shall be limited to Purchaser's actual damages not in excess any of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kindClosing documents, including, without limitation, consequentialthe provisions of Section 13.02 of this Agreement, indirect or punitive damages. Notwithstanding anything to the contrary in no event shall Seller's liability for all such untruths, inaccuracies and/or breaches under Section 11.01 (including Seller's liability for attorneys' fees and costs in connection with such untruths, inaccuracies and/or breaches) exceed, in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudaggregate $10,000,00.00.

Survival of Seller’s Representations and Warranties. (a) The representation representations and warranty warranties of each Seller set forth in Section 5.1(a) 6.1 Section 6.2 hereof shall survive for a period of eighteen (18) months following the applicable Closing and shall be a continuing representation and warranty without limitation. All other Date except for the representations and warranties of Seller set forth in Section 5.16.2(j) (Tax Matters), which shall survive the Closing for until the expiration of the applicable statute of limitations plus sixty (60) days and shall automatically expire as of such date unless and except only to the extent included as a period claim in an action asserting a breach (in each case, as applicable, the “Survival Period”). (b) Subject to the provisions of one hundred eighty this Section 6.4(b), Purchaser and its officers, directors, employees, members, shareholders, representatives and agents (180collectively, the “Purchaser Indemnified Parties”) days. No claim for shall be indemnified and held harmless by each Seller from and against any Losses which the Purchaser Indemnified Parties suffer, sustain or become subject to as a result of: (i) any breach of the representations and warranties set forth in Section 6.1 or Section 6.2 by such Seller; and (ii) the breach of any representation or warranty covenant of such Seller shall in this Agreement that survives the Closing (including, without limitation, each Purchase Price adjustment to be actionable or payable (amade pursuant to Section 2.4(b) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"and Section 2.4(c), in which event the full amount reconciliations required to be made pursuant to Section 5.4 of such valid claims shall be actionable up this Agreement, and the obligation to the cap pay Taxes pursuant to Section 6.5(l)); provided that each Seller’s indemnification obligation set forth in this Section 6.4(b) shall be limited to the following sentencebreaches of such Seller only and shall not apply to the breaches of any other Seller. Notwithstanding the foregoing, and Purchaser Indemnified Parties shall not be entitled to indemnification with regard to the foregoing unless, (cA) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser delivered to the applicable Seller in accordance with Section 11.3 prior to the expiration of said one hundred eighty the Survival Period, and (180B) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller the amount for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable which indemnification would otherwise be payable to the Purchaser Indemnified Parties with respect to any individual Seller or such Seller’s respective Company or such Company’s respective Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 exceeds Fifty Thousand Dollars ($1,000,00050,000) in the aggregate (the “Threshold Amount”), and, in such event such right of indemnification for Losses shall be for every dollar for which indemnification would be due hereunder without regard of the Threshold Amount (e.g., the applicable Seller will be liable for all matters from dollar one). The aggregate liability with respect to any claims for indemnification pursuant to this Section 6.4(b) with respect to any individual Seller, such Seller’s respective Company or such Company’s respective Property shall be limited to, and shall not exceed, an amount equal to one percent (1%) of the Purchase Price allocated to such Company on Schedule 2.3 (the “Cap”), and in no event may Purchaser recover from all Sellers, all Companies and all Properties, an aggregate amount in excess of ten percent (10%) of the Aggregate Purchase Price (the “Aggregate Cap”). The Threshold Amount and Cap applies to each individual Seller and its respective Company and such Company’s respective Property, so that (i) in order for the Purchaser Indemnified Parties to be entitled to recovery from a Seller for any Losses that arise from a Seller, its respective Company or such Company’s respective Property, Purchaser must have suffered aggregate Losses with respect to such Seller, its respective Company or such Company’s respective Property in an amount at least equal to the Threshold Amount, regardless of whether the Purchaser Indemnified Parties have suffered Losses with respect to any other Seller, Company or Property, and (ii) the Purchaser Indemnified Parties may not recover from a Seller any Losses with respect to such Seller, Company or Property in excess of the Cap. Notwithstanding the foregoing provisions of this Section 6.4, in no event shall the Survival Period, Threshold Amount, Cap or Aggregate Cap be applicable to any Seller obligations that survive Closing pursuant to Section 2.4(b), Section 2.4(c), Section 5.4, Section 6.5(l), Section 9.1 or Section 11.16, any representation and warranty set forth in Section 6.1(a), Section 6.1(g), Section 6.1(k), Section 6.2(a) or Section 6.2(j) or any Pre-Closing Litigation Matter and in no event shall any recoveries or payments received by Purchaser be entitled to seek or obtain any other damages by reason of any kindof the foregoing Sections apply towards the Cap or the Aggregate Cap. (c) In order to support each Seller’s indemnification obligations under Section 6.4(b), including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything each Seller agrees to maintain minimum required liquid funds from and after each Closing in an amount at least equal to the contrary in Cap for the foregoingSurvival Period applicable to such Closing (i.e., a period of 18-months from the Floor applicable Closing Date and the cap longer Survival Period with regard to the representations and warranties set forth in Section 6.2(j) (Tax Matters) will not apply with regard to actual damages incurred this requirement), provided that in the event that Purchaser notifies the applicable Seller during the Survival Period of a claim for which it seeks indemnification pursuant to Section 6.4(b), then the Seller shall continue to hold such required liquid funds until such time as such claim has been finally resolved (provided that the foregoing liquid funds requirement shall be reduced, if applicable, to an amount equal to the lesser of (i) the aggregate of the amounts of all claims so made by Purchaser against such Seller during the applicable Survival Period, and (ii) the Cap). Each Seller is permitted to hold the extent minimum required liquid funds in an interest bearing account or to invest such damage was caused by funds in marketable securities listed on a national exchange, with the earnings on the same being the sole property of the Seller's fraud. (d) The provisions of this Section 6.4 shall survive each Closing.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1this Agreement, including, without limitation, Article 4 hereof, shall survive the Closing for a period of one hundred eighty nine (1809) daysmonths following the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.13. No claim asserted after Closing for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser Buyer prior to ClosingClosing or disclosed or referenced in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (ba) unless the valid claims for all such breaches with respect to the Property collectively aggregate more than Twenty Five Thousand Dollars $10,000.00 ($25,000) (the "Floor"“Minimum Amount”), in which event only the full amount of such valid claims in excess of the Minimum Amount shall be actionable actionable, up to the cap set forth Cap (as defined in the following sentencethis Section 10.13), and (cb) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day period the Survival Period and an action shall have been commenced and filed by Purchaser Buyer against Seller within two hundred twenty sixty (22060) days after delivery of Closingnotice of the alleged breach. Further Purchaser agrees that As used herein, the term “Cap” shall mean Six Hundred Fifty Thousand Dollars ($650,000.00) in the aggregate. In no event whatsoever shall Seller have any recovery against Seller liability to Buyer in excess of the Cap for any claims asserted after Closing for a breach; provided however, notwithstanding the foregoing, neither the Cap nor the Minimum Amount shall be applicable with respect to a breach of Seller's covenants, agreements, representations and warranties hereunder or ’s Obligation under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudSection 10.2 above.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1SECTION 5.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with SECTION 4.2(E) hereof, shall survive Closing for a period of one hundred eighty six (1806) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable unless each of the following are satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which that was not known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five One Hundred Thousand Dollars ($25,000) (the "Floor"100,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty six (1806) day month period and an action shall have been commenced by Purchaser against Seller within two hundred twenty forty-five (22045) days after the termination of Closingthe survival period provided for above in this SECTION 5.3 (except that if Purchaser is seeking recovery from any third party as provided in the following sentence, Purchaser shall only be required to provide written notice to Seller within the six (6) month period and shall not be required to commence an action against Seller to preserve its claims). Further Purchaser agrees that to first seek recovery under any insurance/title policies, the Leases and the Operating Agreements prior to seeking recovery against from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies or agreements. As used herein, the term "CAP" shall mean the total aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000). In no event shall (i) Seller's aggregate liability to Purchaser for any breach of Seller's covenants, agreements, representations and warranties hereunder any representation or under warranty of Seller in this Agreement (as modified by any other agreement, document, certificate or instrument to be delivered by Seller at Closing pursuant to PurchaserSECTION 4.2(E) hereof), or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages claim whatsoever by Purchaser against Seller hereof exceed the amount of the Cap, or (ii) Seller be liable for any kind, including, without limitation, consequential, indirect consequential or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereof, shall survive Closing for a period of one hundred eighty (1801) daysyear. No claim for a breach of any representation or warranty of Seller shall be actionable or payable unless each of the following are satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was were not known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five One Hundred Thousand Dollars ($25,000) (the "Floor"100,000), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (1801) day year period and an action shall have been commenced by Purchaser against Seller within two hundred twenty thirty (22030) days after the termination of Closingthe survival period provided for above in this Section 5.3 (except that if Purchaser is seeking recovery from any third party as provided in the following sentence, Purchaser shall only be required to provide written notice to Seller within the one hundred eighty day period and shall not be required to commence an action against Seller to preserve its claims). Further Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance/title policies, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million Leases and 00/100 Dollars the Operating Agreements ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequentialthe Management Agreement) prior to seeking recovery from Seller, indirect and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies or agreements. As used herein, the term "Cap" shall mean the total aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000). In no event shall (i) Seller's aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement (as modified by any certificate to be delivered by Seller at Closing pursuant to Section 4.2(h) hereof), or any other claim whatsoever by Purchaser against Seller hereof exceed the amount of the Cap, or (ii) Seller be liable for any consequential or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in this Article IV, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 5.17.2(j) hereof, shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless Buyer as of the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceClosing Date, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty (180) day twelve-month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty fourteen (22014) days of months after Closing. Further Purchaser agrees Notwithstanding the foregoing, if Buyer knew at Closing that a representation or warranty contained in this Article IV was not true at Closing and Buyer nonetheless elected to proceed with the Closing, Buyer shall not have any recovery against Seller right to make a claim hereunder for any a breach of Seller's covenants, agreements, representations and warranties hereunder such representation or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable warranty. Notwithstanding anything herein to the Property contrary, Seller shall in no event have any liability for breach of any representation or warranty set forth in this transaction, shall be limited to Purchaser's actual damages not Article IV in excess of One Million and 00/100 Dollars ($1,000,000) 500,000 in the aggregate, which liability limit shall apply to the aggregate liability of Seller under this Agreement and that in no event of Seller under the Dockside Sale Agreement. The foregoing limitations of time and dollar amount shall Purchaser be entitled not, however, apply to seek or obtain any other damages obligations or covenants of Seller hereunder or to any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudother closing documents.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.15.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(f) hereof, shall survive Closing for a period of one two-hundred eighty seventy (180270) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable unless each of the following conditions is satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was not known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Twenty Five One Hundred Fifty Thousand and No/100 Dollars ($25,000) (the "Floor"150,000), in which event the full amount in excess of such amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one two hundred eighty seventy (180270) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty thirty (22030) days after the termination of Closingthe survival period provided for above in this Section 5.3. Further To the extent applicable, Purchaser agrees that any to first seek recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreementinsurance policies, documentthe Title Policy and the Service Contracts prior to seeking recovery from Seller, certificate and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, title policies or instrument delivered by Seller to Purchaseragreements. As used herein, or under any law applicable to the Property or this transaction, term “Cap” shall be limited to Purchaser's actual damages not in excess mean the total aggregate amount of One Million Five Hundred Thousand and 00/100 No/100 Dollars ($1,000,000) in 1,500,000). Notwithstanding any provision of this Agreement to the aggregate and that contrary, in no event shall (i) Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be entitled delivered by Seller at Closing pursuant to seek or obtain Section 4.2(f) hereof, taken in the aggregate with any other claims by Purchaser against Seller (including any indemnification obligations), exceed the amount of the Cap, or (ii) Seller be liable for any consequential damages of Purchaser or any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in this Section 5.111, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 8.a(6) hereof, shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Purchaser Buyer or disclosed in writing to Buyer prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Fifty-Thousand Dollars ($25,000) (the "Floor"50,000.00), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentenceactionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said one hundred eighty twelve (18012) day month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred twenty ninety (22090) days after the termination of Closingthe survival period provided for above in this Section. Further Purchaser Buyer agrees that to first seek recovery under any insurance policies and service contracts prior to seeking recovery against from Seller, and Seller shall not be liable to Buyer if Buyer's claim is satisfied from such insurance policies and service contracts. As used herein, the term "Cap" shall mean the total aggregate amount of One Million Dollars ($1,000,000.00). In no event shall Seller's aggregate liability to Buyer under this Agreement, for any breach of Seller's covenants, agreements, representations and warranties hereunder any representation or under any other agreement, document, warranty of Seller in this Agreement or the certificate or instrument to be delivered by Seller at Closing pursuant to Purchaser, Section 8.a(6) hereof or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain otherwise for any other damages breach by Seller under this Agreement, exceed the amount of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraudCap.