The representations and warranties contained in Sections 9.1 and 9.2, and the provisions of Section 9.3, shall survive the Closing, the delivery of the Unit Assignment, the Deed and the payment of the Purchase Price, provided that (i) such representations and warranties (but not such provisions) shall cease and terminate at the end of the Survival Period, except to the extent that Buyer or Sellers, as the case may be, shall have commenced, during the Survival Period, a legal proceeding based on the breach thereof as of the Closing Date, (ii) the maximum total liability for which Sellers shall be responsible with respect to all representations and warranties shall not exceed the Cap Limitation in the aggregate, and (iii) no Seller shall have any liability for any breaches of such representations and warranties unless and until the aggregate amount claimed in respect of such breach exceeds the Basket Limitation, in which event Seller shall be liable for all losses from the first dollar.  Unless otherwise expressly stated in this Agreement to survive, all other representations, covenants, conditions and agreements contained herein shall merge into and be superseded by the Closing Documents and shall not survive the Closing.