Common use of Release Limitations Clause in Contracts

Release Limitations. Notwithstanding anything herein to the contrary (a) Purchaser has not released Seller, and Seller will remain liable for, any breach of any representation, warranty, covenant or indemnity set forth herein or in any closing documents which expressly survives the Closing for the period of such survival, subject to Seller’s limitation of liability set forth in Section 15.16 hereof; and (b) Seller acknowledges and agrees that (i) Purchaser shall have the right to defend (but Purchaser has no right to assert, file or otherwise proceed with a contribution, indemnity or other claim against Seller) any government or third-party claim by alleging that Seller, not Purchaser, is liable for such claim, and (ii) Purchaser has not assumed, and has no obligation to indemnify Seller for, any governmental or third party claims asserted after the Closing to the extent applicable to any act or omission taken or failed to be taken prior to the Closing, except to the extent Purchaser does assume any obligations relating to pre-Closing periods pursuant to the terms of this Agreement (including, without limitation, the terms of Section 11.5 (security deposits) hereof). This provision shall survive the Closing and delivery of the Deed.