The representations and warranties contained in Sections 9.1 and 9.2, or in any Seller Estoppel delivered pursuant to Section 3.1.4, and the provisions of Section 9.3, shall survive the Closing, the delivery of the Deed and the payment of the Purchase Price, provided that (i) Seller’s representations and warranties (but not such provisions of Section 9.3) shall cease and terminate at the end of the Survival Period, except to the extent that Buyer or Seller, 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 Seller shall be responsible with respect to all representations and warranties shall not exceed the Cap Limitation in the aggregate (provided, however, that the Cap Limitation shall not apply to the extent that a court of competent jurisdiction determines in a final, unappealable order that Seller engaged in fraud under this Agreement), and (iii) Seller shall have no 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. 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to survive, all other representations, covenants, conditions and agreements contained herein shall merge into and be superseded by the Closing Documents and shall not survive the Closing. Seller shall have no liability to Buyer after Closing for any matter disclosed in writing by Seller or for which Buyer has actual knowledge or is deemed to have knowledge pursuant to Section 9.1 prior to Closing excluding any matters in which a court of competent jurisdiction determines in a final, unappealable order that Seller engaged in fraud.