Common use of LIMITATION OF SELLER'S LIABILITY Clause in Contracts

LIMITATION OF SELLER'S LIABILITY. Notwithstanding anything to the contrary contained herein, if the Closing shall have occurred (and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Liability Limitation”), except as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”), in which event Seller’s liability respecting such claim or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above. No constituent partner or member in or agent of Seller, nor any advisor, trustee, director, officer, member, partner, employee, beneficiary, shareholder, participant, representative or agent of any entity that is or becomes a constituent partner or member in Seller or an agent of Seller (including,

LIMITATION OF SELLER'S LIABILITY. Notwithstanding anything to the contrary contained herein, if the Closing shall have occurred (and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate other provision set forth herein it is hereby agreed that any liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or for any document executed or delivered reason whatsoever shall be limited to Seller's equity interest in connection herewith) shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (and to the “Liability Limitation”), except as provided in Section 10.3.1.bProperty, and (b) any proceeds thereof. In addition, no claim by Purchaser alleging a breach by Seller of any representationshareholders, warranty, indemnification, covenant partners or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”), in which event Seller’s liability respecting such claim or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above. No constituent partner or member in or agent members of Seller, nor any advisorof its or their respective officers, trusteedirectors, directoragents, officeremployees, memberheirs, partner, employee, beneficiary, shareholder, participant, representative successors or agent assigns shall have any personal liability of any entity kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer hereby irrevocably waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement or Other Agreements to the contrary, Buyer agrees that is Seller shall have no liability to Buyer for any breach of Seller's covenants, agreements, representations or becomes a constituent partner warranties hereunder or member under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than $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 sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or an agent under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer's actual damages not in excess of Seller ($380,000.00 in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including,, without limitation, consequential, indirect or punitive damages.

LIMITATION OF SELLER'S LIABILITY. Notwithstanding anything to the contrary contained herein, if the Closing shall have occurred (and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate other provision set forth herein it is hereby agreed that any liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or for any document executed or delivered reason whatsoever shall be limited to Seller's equity interest in connection herewith) shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (and to the “Liability Limitation”), except as provided in Section 10.3.1.bProperty, and (b) any proceeds thereof. In addition, no claim by Purchaser alleging a breach by Seller of any representationshareholders, warranty, indemnification, covenant partners or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”), in which event Seller’s liability respecting such claim or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above. No constituent partner or member in or agent members of Seller, nor any advisorof its or their respective officers, trusteedirectors, directoragents, officeremployees, memberheirs, partner, employee, beneficiary, shareholder, participant, representative successors or agent assigns shall have any personal liability of any entity kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer hereby irrevocably waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement or Other Agreements to the contrary, Buyer agrees that is Seller shall have no liability to Buyer for any breach of Seller's covenants, agreements, representations or becomes a constituent partner warranties hereunder or member under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than $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 sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or an agent under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer's actual damages not in excess of Seller ($310,000.00 in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including,, without limitation, consequential, indirect or punitive damages.

LIMITATION OF SELLER'S LIABILITY. Except as expressly set froth in this Agreement, the sale of the Note and the other Loan Documents shall be without recourse to Seller and Seller makes no representations concerning the Loan Documents and hereby disclaims all warranties of any kind or nature whatsoever, whether expressed or implied. Purchaser acknowledges that this is an arm's-length transaction and that Purchaser is not relying upon any representation of any kind or nature made by Seller (or any other person or entity on behalf of Seller) in entering into and consummating the transactions contemplated under this Agreement other than those expressly set forth herein. No officer, partner, affiliate, shareholder, director, agent or employee of Seller shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under or in connection with, arising out of, or in any way related to this Agreement or the transactions provided for herein and Purchaser, its Affiliates and all persons claiming by, through or under Purchaser or its Affiliates, hereby waive any and all right to sue or recover on accounx xf any such personal liability, whether real or claimed. Notwithstanding anything contained herein to the contrary contained hereincontrary, if Purchaser hereby agrees that the Closing shall have occurred (and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the maximum aggregate liability of Seller in connection with, arising pursuant out of or in any way related to a breach by Seller under this Agreement or any document or conveyance agreement in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (transaction set forth herein after the “Liability Limitation”), except as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”), in which event Seller’s liability respecting such claim or claims Closing shall be $25,000. Purchaser hereby waives for the entire itself and anyone who may claim by, through or under Purchaser any and all rights to sue or recover from Sellxx any amount thereof, subject to the limitation set forth in clause (a) above. No constituent partner or member in or agent of Seller, nor any advisor, trustee, director, officer, member, partner, employee, beneficiary, shareholder, participant, representative or agent of any entity that is or becomes a constituent partner or member in Seller or an agent of Seller (including,greater than said limit.

LIMITATION OF SELLER'S LIABILITY. Except as expressly set forth in the AEW Guaranty, Medicare/Medicaid Assignment, Interim Structure documents and Tarzana Interim Structure documents, with respect to the parties to such documents (as such capitalized terms are defined in this Agreement), no shareholders, partners or members of any Seller or Seller Indemnified Parties, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer for itself and all Buyer Indemnified Parties (with respect to their rights arising under this Agreement) hereby waives for itself and anyone who may claim by, through or under Buyer or any Buyer Indemnified Party any and all rights to xxx or recover on account of any such alleged personal liability. Except as expressly set forth in this Section 18.02, (i) no Seller hereunder shall have any liability to Buyer or any Buyer Indemnified Party for the action, inaction, breach or default of any other Seller hereunder, (ii) no Seller will have any liability to Buyer or any Buyer Indemnified Party for the breach of any representation or warranty by any other Seller, and (iii) no Seller shall have any liability to Buyer or any Buyer Indemnified Party for any matters related to or arising out of the Property of any other Seller or operations of any other Seller. Notwithstanding anything set forth in this Agreement to the contrary contained hereincontrary, if the Closing Buyer for itself and all Buyer Indemnified Parties agrees that no Seller shall have occurred (and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (Buyer or any document executed Buyer Indemnified Party for any breach of its representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered in connection herewith) shall not exceed Two Million Five Hundred by it to Buyer or any Buyer Indemnified Party unless the valid claims for all breaches of such Seller collectively aggregate more than Fifty Thousand and 00/100 Dollars ($2,500,00050,000.00) (the “Liability Limitation”), except as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”"Seller's Basket"), in which event Seller’s liability respecting the full amount of such claim or valid claims shall be actionable against it, up to the cap set forth in the following sentence. Further, Buyer for the entire amount thereofitself and all Buyer Indemnified Parties agrees that, subject to the limitation aggregating of certain Seller's Caps as set forth in clause (a) above. No constituent partner the next sentence, any recovery against a Seller for any breach of its representations and warranties hereunder or member in under any other agreement, document, certificate or agent of Seller, nor instrument delivered by it to Buyer or any advisor, trustee, director, officer, member, partner, employee, beneficiary, shareholder, participant, representative or agent of any entity that is or becomes a constituent partner or member in Seller or an agent of Seller (including,Buyer

LIMITATION OF SELLER'S LIABILITY. No shareholders, partners or members of Seller, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary contained hereincontrary, if the Closing Buyer agrees that Seller shall have occurred (no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Two Million Five Hundred Thousand 00/100 Dollars ($2,500,000) (the “Liability Limitation”), except as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”25,000.00), in which event Seller’s liability respecting the full amount of such claim or valid claims shall be for the entire amount thereofactionable, subject up to the limitation cap set forth in clause (a) abovethe following sentence. No constituent partner or member in or agent Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, nor agreements, representations and warranties hereunder or under any advisorother agreement, trusteedocument, directorcertificate or instrument delivered by Seller to Buyer, officeror under any law applicable to the Property or this transaction, member, partner, employee, beneficiary, shareholder, participant, representative shall be limited to Buyer’s actual damages not in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or agent obtain any other damages of any entity that is kind, including, without limitation, consequential, indirect or becomes a constituent partner or member in Seller or an agent of Seller (including,punitive damages.

LIMITATION OF SELLER'S LIABILITY. No shareholders, partners or members of Seller, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary contained hereincontrary, if the Closing Buyer agrees that Seller shall have occurred (no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Two Million Five Hundred Thousand 00/100 Dollars ($2,500,000) (the “Liability Limitation”25,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that except for any damages arising as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a result of a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained representation set forth in Section 13 hereof (as to which the limitations herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable apply) any recovery against Seller for any judgment in any action based upon any such claimbreach of Seller’s covenants, unless agreements, representations and until such claim, either alone warranties hereunder or together with under any other claims by Purchaser alleging a breach agreement, document, certificate or instrument delivered by Seller of to Buyer, or under any representationlaw applicable to the Property or this transaction, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount shall be limited to Buyer’s actual damages not in excess of Twenty Four Hundred Sixty-Nine Thousand and 00/100 Dollars ($20,000469,000.00) (in the “Floor Amount”), aggregate and that in which no event Seller’s liability respecting such claim shall Buyer be entitled to seek or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above. No constituent partner or member in or agent of Seller, nor obtain any advisor, trustee, director, officer, member, partner, employee, beneficiary, shareholder, participant, representative or agent other damages of any entity that is kind, including, without limitation, consequential, indirect or becomes a constituent partner or member in Seller or an agent of Seller (including,punitive damages.

LIMITATION OF SELLER'S LIABILITY. No shareholders, partners or members of Seller, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to sue or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary contained hereincontrary, if the Closing Buyer agrees that Seller shall have occurred (no liability to Buyer for any breach of Seller's covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Two Hundred Fifty Thousand and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Two Million Five Hundred Thousand No/100 Dollars ($2,500,000) (the “Liability Limitation”), except as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”250,000.00), in which event Seller’s liability respecting the full amount of such claim or valid claims shall be for the entire amount thereofactionable, subject up to the limitation cap set forth in clause (a) abovethe following sentence. No constituent partner or member in or agent Further, Buyer agrees that any recovery against Seller for any breach of Seller's covenants, nor agreements, representations and warranties hereunder or under any advisorother agreement, trusteedocument, directorcertificate or instrument delivered by Seller to Buyer, officeror under any law applicable to the Property or this transaction, member, partner, employee, beneficiary, shareholder, participant, representative shall be limited to Buyer's actual damages not in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or agent obtain any other damages of any entity that is kind, including, without limitation, consequential, indirect or becomes a constituent partner or member in Seller or an agent of Seller (including,punitive damages.

LIMITATION OF SELLER'S LIABILITY. No shareholders, partners or members of Seller or Buyer, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer and Seller, as applicable, hereby waive for itself and anyone who may claim by, through or under Buyer or Seller, as applicable, any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary contained hereincontrary, if the Closing Buyer agrees that Seller shall have occurred (no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Two Million Five Hundred Thousand 00/100 Dollars ($2,500,000) (the “Liability Limitation”), except as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”25,000.00), in which event Seller’s liability respecting the full amount of such claim or valid claims shall be for the entire amount thereofactionable, subject up to the limitation cap set forth in clause (a) abovethe following sentence. No constituent partner or member in or agent Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, nor agreements, representations and warranties hereunder or under any advisorother agreement, trusteedocument, directorcertificate or instrument delivered by Seller to Buyer, officeror under any law applicable to the Property or this transaction, member, partner, employee, beneficiary, shareholder, participant, representative shall be limited to Buyer’s actual damages not in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or agent obtain any other damages of any entity that is kind, including, without limitation, consequential, indirect or becomes a constituent partner or member in Seller or an agent of Seller (including,punitive damages.

LIMITATION OF SELLER'S LIABILITY. No shareholders, partners or members of any of the Selling Entities (except Seller as the stockholder of the Corporation) nor any of their respective officers, directors, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to sue or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary contained hereincontrary, if Buyer agrees that the Closing Selling Entities shall have occurred (no liability to Buyer for any breach of Seller's covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand and Purchaser shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Two Million Five Hundred Thousand No/100 Dollars ($2,500,000) (the “Liability Limitation”), except as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”50,000), in which event Seller’s liability respecting the full amount of such claim or valid claims shall be for the entire amount thereofactionable, subject up to the limitation cap set forth in clause the following sentence. Further, Buyer agrees that any recovery against the Selling Entities for any breach of covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by the Selling Entities to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer's actual damages not in excess of Four Hundred Fifty Thousand and No/100 Dollars (a$450,000.00) above. No constituent partner in the aggregate and that in no event shall Buyer be entitled to seek or member in or agent of Seller, nor obtain any advisor, trustee, director, officer, member, partner, employee, beneficiary, shareholder, participant, representative or agent other damages of any entity that is kind, including, without limitation, consequential, indirect or becomes a constituent partner punitive damages. The foregoing limitation of liability shall not apply in the case of fraud or member in Seller or an agent of Seller (including,intentional and material misrepresentation.

LIMITATION OF SELLER'S LIABILITY. Except as otherwise provided in Section 15.10, no shareholders, partners or members of Seller, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary contained hereincontrary, if the Buyer agrees that post-Closing Seller shall have occurred (and Purchaser shall not have waivedno liability to Buyer for any breach of Seller’s covenants, relinquished agreements, representations or released warranties hereunder or under any applicable rights in further limitation)other agreement, (a) document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Two Million more than Twenty-Five Hundred Thousand Dollars ($2,500,000) (the “Liability Limitation”), except as provided in Section 10.3.1.b, and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Thousand Dollars ($20,000) (the “Floor Amount”25,000.00), in which event Seller’s liability respecting the full amount of such claim or valid claims shall be for the entire amount thereofactionable, subject up to the limitation cap set forth in clause (a) abovethe following sentence. No constituent partner or member in or agent Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, nor agreements, representations and warranties hereunder or under any advisorother agreement, trusteedocument, directorcertificate or instrument delivered by Seller to Buyer, officeror under any law applicable to the Property or this transaction, member, partner, employee, beneficiary, shareholder, participant, representative shall be limited to Buyer’s actual damages not in excess of Three Hundred Ninety-Two Thousand Five Hundred and 00/100 Dollars ($392,500.00) in the aggregate and that in no event shall Buyer be entitled to seek or agent obtain any other damages of any entity that is kind, including, without limitation, consequential, indirect or becomes a constituent partner or member in Seller or an agent of Seller (including,punitive damages.