America Online 2010 Annual Report Download - page 164

however, that in the event of a breach by Seller of a representation or warranty under Section 6.1 of this Agreement, Seller's liability for such breach
shall survive only for claims asserted by Purchaser against Seller and received in writing by Seller from Purchaser prior to the expiration of nine
(9) months from the Closing Date, and after such nine (9) month period said representations and warranties shall be extinguished and of no further force
and effect with respect to any claims not asserted by Purchaser prior to the expiration of such period. Further, notwithstanding any provision to the
contrary herein or in any Closing Document, if Purchaser, with actual knowledge of (a) a default in any of the covenants, agreements or obligations to
be performed by Seller under this Agreement and/or (b) any breach of or inaccuracy in any representation or warranty of Seller made in this Agreement
nonetheless elects to proceed to Closing, then, upon the consummation of the Closing, Purchaser shall be deemed to have waived any such default and/
or breach or inaccuracy and shall have no claim against Seller with respect thereto.
8.4.2 Notwithstanding any provision to the contrary herein or in any document or instrument executed by Seller and delivered to Purchaser at or in
connection with the closing, including, but not limited to, the Deed (collectively, "Closing Documents"), Seller shall have no liability whatsoever with
respect to any suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages,
expenses or costs, including, without limitation, attorneys' and experts' fees and costs and investigation and remediation costs under any of the
representations and warranties contained in this Agreement or in any Closing Document (collectively, "Claims"), except to the extent (and only to the
extent) that the aggregate amount of all Claims for breach of Seller's representations and warranties exceeds Fifty Thousand Dollars ($50,000) (the
"Threshold Amount") and, in such case Seller shall be liable for all Claims up to and exceeding the Threshold Amount; provided, however,
notwithstanding any provision to the contrary herein or in any Closing Document, the total liability of Seller for any or all Claims with respect to the
Property, this Agreement or any other Closing Document shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Cap
Amount"). Purchaser shall not make any Claim or deliver any Claim notice, unless in good faith, it believes would exceed the Threshold Amount as set
forth above. The terms of this Section 8.4.2 shall survive Closing.
ARTICLE 9
DAMAGE, DESTRUCTION AND CONDEMNATION
Seller shall notify Purchaser immediately of the occurrence of any damage to or destruction of, or the initiation of any condemnation or similar proceedings
with respect to a Material Portion (as defined below) of the Property occurring prior to the Closing. In such event, Purchaser may, at its option within seven
(7) days after receipt of such notice, elect to terminate this Agreement by giving Seller written notice thereof, in which
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