The representations and warranties of Seller and Buyer set forth in this Agreement are remade (subject to this Section 4.3 ) as of the Closing Date and deemed to be merged into the instruments of Closing, and such representations and warranties (and the representations and warranties set forth in such instruments of Closing) shall survive for a period of nine (9) months after the Closing Date (the “ Survival Period ”). The representations and warranties of Seller and Buyer shall be remade as of the Closing Date to reflect and incorporate any change in facts occurring between the Effective Date and the Closing Date that result from the exercise of any rights and/or obligations of Seller and Buyer, respectively, under this Agreement, and any such change in facts shall neither constitute a default under, or breach of, this Agreement by the party making such representation or warranty nor afford the other party the right to any remedies under this Agreement based purely on such change in facts, including, without limitation, any right to terminate this Agreement. If any representation and warranty of Seller or Buyer shall be true as of the Effective Date but untrue as of the Closing Date due to a change of facts that does not result from such party’s acts or omissions (for example, the occurrence of a pending condemnation proceeding), then such change of facts shall constitute a failure of a condition to Closing benefitting the party receiving such representation or warranty but shall not constitute a default under, or breach of, this Agreement by such party. Notwithstanding the foregoing, any supplements to the representations or warranties of Seller shall not be deemed to supplement the representations and warranties for purposes of determining whether the condition precedent set forth in Section 5.4.3 has been satisfied to the extent the information provided in such supplements would adversely impact Buyer, the Property, the Ground Lease, the Tenant Leases and/or the sale, use, leasing and operation of the Property.