Common use of Continuation and Survival of Representations and Warranties; Limitations on Liability Therefor Clause in Contracts

Continuation and Survival of Representations and Warranties; Limitations on Liability Therefor. Subject to the terms of Section 7.10 hereof and except as otherwise expressly set forth elsewhere in this Agreement, all representations and warranties made by either party and contained in this Agreement are intended to and shall remain true and correct as of the Closing Date and shall survive the execution and delivery of this Agreement, the delivery of the Deeds and the Ocean Lease Assignment, and the transfer of title to the Properties, until December 15, 1997 (provided that the representation and warranty set forth in Section 7.5(b) hereof shall survive until the date that is the first (1st) anniversary after the Closing Date (the "First Anniversary")), and shall not be deemed to have been waived at the Closing, or merged into any of the documents of conveyance or transfer to be delivered by Seller at the Closing; provided, however, that no person, firm or entity liability or obligation with respect to any representation or warranty herein contained unless on or prior to December 15, 1997 (or, with respect to the representation and warranty set forth in Section 7.5(b) hereof, the First Anniversary) the party seeking to assert liability under any such representation or warranty shall have notified the other party hereto in writing setting forth specifically the representation or warranty allegedly breached, and a description of the alleged breach in reasonable detail. All liability or obligations of either party hereto under any representation or warranty shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered as contemplated above on or prior to December 15, 1997 (or, with respect to the representation and warranty set forth in Section 7.5(b) hereof, the First Anniversary). Notwithstanding the foregoing, Buyer acknowledges and agrees that: (a) Seller shall have no liabil ity whatsoever with respect to any representation or warranty as to which Buyer has any knowledge prior to the Closing that such representation or warranty made by Seller pursuant to this Agreement or the documents delivered in connection herewith was incorrect, false or misleading in any way; and (b) neither party shall have any right to pursue remedies against the other for an untrue representation or the breach of a warranty unless and until the actual damages of the claiming party as a result of such incorrectness, falsity or breach are in excess of $50,000 (the aforesaid amount being a threshold for enforcement and not a deductible from liability).

Continuation and Survival of Representations and Warranties; Limitations on Liability Therefor. Subject to the terms of Section 7.10 hereof and except as otherwise expressly set forth elsewhere in this Agreement, all All representations and warranties made by either party the respective parties and contained in this Agreement are intended to and shall remain true and correct as of the Closing Date time of Closing, shall be deemed to be material, and shall survive the execution and delivery of this Agreement, the delivery of the Deeds and the Ocean Lease AssignmentGrant Deed, and the transfer of title to the PropertiesProperty, until December 15, 1997 for a period of one (provided that the representation and warranty set forth in Section 7.5(b1) hereof shall survive until the date that is the first (1st) anniversary after the Closing Date (the "First Anniversary"))year, and shall not be deemed to have been waived at the Closing, or merged into any of the documents of conveyance or transfer to be delivered by Seller at the Closing; provided, however, that no person, firm or entity shall have any liability or obligation with respect to any representation or warranty herein contained unless on or prior to December 15, 1997 a date which is not later than one (or, with respect to 1) year following the representation and warranty set forth in Section 7.5(b) hereof, the First Anniversary) Closing Date the party seeking to assert liability under any such representation or warranty shall have notified the other party hereto in writing setting forth specifically the representation or warranty allegedly breached, and a description of the alleged breach in reasonable detail. All liability or obligations obligation of either party hereto under any representation or warranty shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered as contemplated above on or prior to December 15, 1997 one (or, with respect to 1) year following the representation and warranty set forth in Section 7.5(b) hereof, the First Anniversary)Closing. Notwithstanding the foregoing, Buyer acknowledges and agrees that: (a) Seller shall have no liabil ity liability whatsoever with respect to any representation or warranty as to which Buyer and/or Operator has any knowledge prior to the Closing that such representation or warranty made by Seller pursuant to this Agreement or the documents delivered in connection herewith other Documents was incorrect, false or misleading in any way; , and (b) neither party shall have any right to pursue remedies against the other for an untrue representation or the breach of a warranty unless and until the actual damages of the claiming party as a result of such incorrectness, falsity or breach are in excess of $50,000 100,000 (the aforesaid amount being a threshold for enforcement and not a deductible from liability).

Continuation and Survival of Representations and Warranties; Limitations on Liability Therefor. Subject to the terms of Section 7.10 hereof and except as otherwise expressly set forth elsewhere in this Agreement, all All representations and warranties made by either party the respective parties and contained in this Agreement are intended to and shall remain true and correct as of the Closing Date time of Closing, shall be deemed to be material, and shall survive the execution and delivery of this Agreement, the delivery of the Deeds and the Ocean Lease AssignmentDeed, and the transfer of title to the PropertiesProperty, until December 15, 1997 for a period of six (provided that the representation and warranty set forth in Section 7.5(b6) hereof shall survive until the date that is the first (1st) anniversary after the Closing Date (the "First Anniversary"))months, and shall not be deemed to have been waived at the Closing, or merged into any of the documents of conveyance or transfer to be delivered by Seller at the Closing; provided, however, that no person, firm firm, or entity shall have any liability or obligation with respect to any representation or warranty herein contained unless on or prior to December 15, 1997 a date which is not later than six (or, with respect to 6) months following the representation and warranty set forth in Section 7.5(b) hereof, the First Anniversary) Closing Date the party seeking to assert liability under any such representation or warranty shall have notified the other party hereto in writing setting forth specifically the representation or warranty allegedly breached, and a description of the alleged breach in reasonable detail. All liability or obligations obligation of either party hereto under any representation or warranty shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered as contemplated above on or prior to December 15, 1997 six (or, with respect to 6) months following the representation and warranty set forth in Section 7.5(b) hereof, the First Anniversary)Closing. Notwithstanding the foregoing, Buyer acknowledges and agrees that: (a) Seller shall have no liabil ity liability whatsoever with respect to any representation or warranty as to which Buyer has any actual knowledge prior to the Closing that such representation or warranty made by Seller pursuant to this Agreement or the documents delivered in connection herewith other Documents was incorrect, false false, or misleading in any way; , and (b) neither party shall have any right to pursue remedies against the other for an untrue representation or the breach of a warranty unless and until the actual cumulative damages of the claiming party as a result of such incorrectness, falsity falsity, or breach are in excess of $50,000 100,000.00 (the aforesaid amount being a threshold for enforcement and not a deductible from liability).

Continuation and Survival of Representations and Warranties; Limitations on Liability Therefor. Subject to the terms of Section 7.10 hereof and except as otherwise expressly set forth elsewhere in this Agreement, all All representations and warranties made by either party the respective parties and contained in this Agreement are intended to and shall remain true and correct as of the Closing Date time of Closing, shall be deemed to be material, and shall survive the execution and delivery of this Agreement, the delivery of the Deeds Assignment and Assumption of Ground Lease and the Ocean Lease AssignmentDeed, and the transfer of title to the PropertiesProperty, until December 15, 1997 for a period of six (provided that the representation and warranty set forth in Section 7.5(b6) hereof shall survive until the date that is the first (1st) anniversary after the Closing Date (the "First Anniversary"))months, and shall not be deemed to have been waived at the Closing, or merged into any of the documents of conveyance or transfer to be delivered by Seller at the Closing; provided, however, that no person, firm firm, or entity shall have any liability or obligation with respect to any representation or warranty herein contained unless on or prior to December 15, 1997 a date which is not later than six (or, with respect to 6) months following the representation and warranty set forth in Section 7.5(b) hereof, the First Anniversary) Closing Date the party seeking to assert liability under any such representation or warranty shall have notified the other party hereto in writing setting forth specifically the representation or warranty allegedly breached, and a description of the alleged breach in reasonable detail. All liability or obligations obligation of either party hereto under any representation or warranty shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered as contemplated above on or prior to December 15, 1997 six (or, with respect to 6) months following the representation and warranty set forth in Section 7.5(b) hereof, the First Anniversary)Closing. Notwithstanding the foregoing, Buyer acknowledges and agrees that: (a) Seller shall have no liabil ity liability whatsoever with respect to any representation or warranty (other than Seller's representations and warranties made in Sections 10.2(a) and (b) above) as to which Buyer has any actual knowledge prior to the Closing that such representation or warranty made by Seller pursuant to this Agreement or the documents delivered in connection herewith other Documents was incorrect, false false, or misleading in any way; , and (b) neither party shall have any right to pursue remedies against the other for an untrue representation or the breach of a warranty unless and until the actual cumulative damages of the claiming party as a result of such incorrectness, falsity falsity, or breach are in excess of $50,000 (the aforesaid amount being a threshold for enforcement and not a deductible from liability)100,000.00.