(Y) TO
TERMINATE THIS AGREEMENT BY NOTICE GIVEN TO TRANSFERORS ON OR PRIOR TO THE
CLOSING DATE, IN WHICH EVENT THIS AGREEMENT SHALL BE TERMINATED AND NEITHER
PARTY SHALL HAVE ANY FURTHER RIGHTS, OBLIGATIONS OR LIABILITIES HEREUNDER,
EXCEPT (I) AS OTHERWISE EXPRESSLY PROVIDED IN SECTIONS 10, 13 AND 18 AND (II)
THAT ACQUIRER SHALL BE ENTITLED TO A RETURN OF THE EARNEST MONEY (TOGETHER WITH
ALL INTEREST ACCRUED THEREON, IF ANY).
(C)
NOTWITHSTANDING ANYTHING CONTAINED IN
SECTION 9.2(B) OR ELSEWHERE IN THIS AGREEMENT TO THE CONTRARY, ACQUIRER HEREBY
EXPRESSLY WAIVES, RELINQUISHES AND RELEASES ANY RIGHT OR REMEDY AVAILABLE TO IT
AT LAW, IN EQUITY OR UNDER THIS AGREEMENT TO MAKE A CLAIM AGAINST TRANSFERORS OR
PARTNERSHIP FOR DAMAGES THAT ACQUIRER MAY INCUR, OR TO RESCIND THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS THE RESULT OF ANY OF TRANSFERORS'
OR PARTNERSHIP'S REPRESENTATIONS OR WARRANTIES BEING UNTRUE, INACCURATE OR
INCORRECT, IF (I) ACQUIRER HAS ACTUAL KNOWLEDGE THAT SUCH REPRESENTATION OR
WARRANTY WAS UNTRUE, INACCURATE OR INCORRECT AT THE TIME OF THE CLOSING AND
ACQUIRER NEVERTHELESS CLOSES TITLE HEREUNDER, OR (II) ACQUIRER'S DAMAGES AS A
RESULT OF A REPRESENTATION OR WARRANTY BEING UNTRUE, INACCURATE OR INCORRECT ARE
LESS THAN $250,000.
ACQUIRER SHALL BE "DEEMED TO HAVE KNOWN" THAT A
REPRESENTATION OR WARRANTY WAS UNTRUE, INACCURATE OR INCORRECT AT THE TIME OF
THE CLOSING TO THE EXTENT THAT ANY EXHIBIT ATTACHED TO THIS AGREEMENT OR
DOCUMENT REFERRED TO THEREIN OR ANY LEASE CONTAINS INFORMATION WHICH IS
INCONSISTENT WITH SUCH REPRESENTATION OR WARRANTY.
(D)
THE REPRESENTATIONS AND WARRANTIES OF
PARTNERSHIP AND TRANSFERORS SET FORTH IN SECTION 9.1 ABOVE SHALL BE TRUE,
ACCURATE AND CORRECT IN ALL MATERIAL RESPECTS UPON THE EFFECTIVE DATE OF THIS
AGREEMENT AS SET FORTH ON THE SIGNATURE PAGE HEREOF, SHALL BE DEEMED TO BE
REPEATED ON AND AS OF THE CLOSING DATE (EXCEPT AS THEY RELATE ONLY TO AN EARLIER
DATE, INCLUDING THE DATE HEREOF) AND SHALL SURVIVE THE CLOSING FOR A PERIOD OF
ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE CLOSING DATE (OR SUCH OTHER DATE AS
MAY BE EXPRESSLY PROVIDED FOR HEREIN), EXCEPT THAT THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTIONS 9.1(A)(I), (II), (XI) AND (XIX) AND IN SECTION
9.1(B) AND 9.1(C) (EXCEPT FOR CLAUSE (II)) SHALL SURVIVE THE CLOSING WITHOUT
LIMITATION AS TO TIME, AND NO ACTION OR CLAIM BASED THEREON SHALL BE COMMENCED
AFTER THE APPLICABLE PERIOD.
IN THE EVENT TRANSFERORS DELIVER TRANSFERORS
CERTIFICATIONS PURSUANT TO SECTION 12.2, SUCH TRANSFERORS CERTIFICATIONS SHALL
CONSTITUTE REPRESENTATIONS AND WARRANTIES WHICH SHALL SURVIVE THE CLOSING FOR A
PERIOD OF FIVE HUNDRED FORTY (540) DAYS FOLLOWING THE CLOSING DATE.
CLAIMS BY
ACQUIRER AGAINST PARTNERSHIP AND TRANSFERORS BASED ON A BREACH OF ANY SUCH
REPRESENTATION OR WARRANTY IN THIS AGREEMENT ("ACQUIRER'S CLAIMS") SHALL BE MADE
BY ONE OR MORE NOTICES TO PARTNERSHIP AND TRANSFERORS, WHICH NOTICES SHALL SET
FORTH IN REASONABLE DETAIL THE NATURE AND THE ESTIMATED AMOUNT OF THE CLAIM OR
CLAIMS AND THE REPRESENTATION AND WARRANTY OR REPRESENTATIONS AND WARRANTIES
CLAIMED TO BE BREACHED.
THE INITIAL NOTICE OF EACH