Common use of Materiality Limitation Clause in Contracts

Materiality Limitation. Buyer shall not be entitled to any right or remedy for any inaccuracy in or breach of any representation, warranty or covenant under this Agreement or any conveyance document unless the amount of damages proximately caused thereby exceeds the following: (A) the aggregate measure of such claims with respect to a Property exceeds 1% of the Allocated Price for such Property, and (B) the aggregate measure of such claims with respect to all of the Properties exceeds 1% of the Consideration (the "Threshold"). Transferors' aggregate liability for claims arising out of all Transferors' breaches shall not, in the aggregate, exceed an amount equal to three percent (3%) of the aggregate Consideration for all of the Properties.