Duration of Representations and Warranties. Except as otherwise expressly provided herein, all representations and warranties of Seller contained in this Agreement and in any document or instrument delivered by Seller in connection herewith shall survive the Closing for a period of one (1) year following the Closing. Any claim or claims by Purchaser which, if successful, would result in Purchaser's Damages (as hereinafter defined) arising from the inaccuracy of a representation or a breach of warranty of Seller, shall be effective and valid only if Purchaser notifies Seller of such claim or claims on or before the date which is one (1) year following the Closing and commences an action, suit or proceeding against Seller with respect to such claim or claims not later than sixty (60) days after the end of such one (1) year period. Notwithstanding anything contained in this Section 7.4 to the contrary, Purchaser's Damages shall be limited as follows: (i) Seller shall have no liability for any Purchaser's Damages unless and until Purchaser's Damages shall exceed the sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) in the aggregate, and (ii) Seller's liability with respect to Purchaser's Damages shall in no event exceed the sum of TWO HUNDRED EIGHTY-FIVE-THOUSAND THREE HUNDRED SIXTY AND NO/100 DOLLARS ($285,360.00) in the aggregate, it being understood that Seller shall be released from all liability for any Purchaser's Damages which exceed said amount. In order to secure Purchaser from an occurrence of any claim or claims giving rise to Purchaser's Damages, the Host Funding Stock shall be held back in trust for Purchaser by Seller for a period of one (1) year following the Closing, and the Host Funding Stock shall be appropriately legended to reflect the agreements set forth in this Section 7.4; provided, that in the event no claim or claims giving rise to Purchaser's Damages occur within said one (1) year period, Seller shall thereafter hold the Host Funding Stock free of any such security obligations or responsibilities set forth in this Section 7.4. "Purchaser's Damages," as used herein, shall mean all loss, liability, damage and expense suffered or incurred by Purchaser following the Closing Date which results from a misrepresentation or breach of warranty by Seller set forth in this Agreement, or in any document or instrument delivered by Seller in connection herewith, which is not waived in writing by Purchaser. For the purposes of this Agreement, Purchaser's Damages shall be computed net of ...
Duration of Representations and Warranties. (a) You further represent and warrant that the representations and warranties in Clauses 3.1 to 3.6 are true, accurate and correct in all respects throughout the subsistence of your Trading Account and your utilisation of the Services. To this effect, the representations and warranties shall be deemed to be repeated during this period as if they had been entered into afresh during the said period in relation to the facts and circumstances then existing.
(b) If at any time during the subsistence of your Trading Account or your utilisation of the Services, any event shall occur or matter shall arise which results or may result in any of the representations and warranties in Clauses
3.1 to 3.6 being unfulfilled, untrue, misleading or incorrect in any respect, you shall immediately notify Malacca Securities of such event or matter.
Duration of Representations and Warranties. The representations andwarranties provided for in this Section 12 shall not expire prior to the termination of thisSub-sublease.
Duration of Representations and Warranties. The representations and warranties made by each Party under this Agreement shall remain valid and effective for a period of 12 months from the Closing Date. In the event of a breach of any representation or warranty, the Party seeking indemnification (“Indemnified Party”) may notify the Other Party (“Indemnifying Party”) in writing within the specified period, providing detailed information on the specific items, content, supporting documentation, and the amounts of damages incurred (or a reasonable estimate if the amount is undetermined).
Duration of Representations and Warranties. Each representation and warranty shall be true and accurate in all material respects when made and shall remain actionable for the duration of this Agreement.
Duration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing for a period of one (1) year and shall not merge into any of the closing documents. Any party seeking to assert liability under representation or warranty set forth in this Agreement must give notice to the other party in writing prior to the expiration to such one (1) year period, which notice shall set forth specifically the representation or warranty allegedly breached and a detailed description of the alleged breach. In addition, Purchaser shall only be entitled to maintain an action or claim with respect to a breach of representation or warranty hereunder if Purchaser has initiated legal proceedings with respect to such claims on or before the date which is three (3) months after the expiration of such one (1) year period. All liabilities and obligations of both parties under any representation or warranty shall lapse and be of no further force or effect with respect to any matter not contained in such a written notice delivered as contemplated above on or prior to the date that is one (1) year after the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any party have any liability under this Agreement for any prospective or speculative profits or special, consequential or punitive damages, whether based upon contract, tort, or negligence or in any other manner arising from this Agreement or the transactions contemplated by this Agreement. Purchaser will not have any right to bring any action against Seller as a result of any breach, untruth or inaccuracy of a representation or warranty, unless and until the aggregate amount of all liability and losses arising out of such breaches, untruths and/or inaccuracies exceeds $25,000.00 whereupon Seller shall be liable for such breaches, untruths or inaccuracies to the extent the same exceed $25,000.00, but the liability of Seller for such representation and warranty shall not exceed, in the aggregate $1,000,000.00. Purchaser assumes the risk of liability or losses attributable to any such breaches, untruths or inaccuracies up to and including $25,000.00.
Duration of Representations and Warranties. All representations and warranties contained in this Agreement shall be deemed restated on and as of the Closing Date and shall survive the Closing for a period of nine (9) months and shall not merge into any of the closing documents; provided, however, that no person, firm, or entity shall have any liability or obligation with respect to any representation or warranty contained in this Agreement unless on or prior to the date that is nine (9) months following the Closing Date, the party seeking to assert liability under such representation or warranty shall have notified the other party in writing setting forth specifically the representation or warranty allegedly breached and a detailed description of the alleged breach. All liabilities and obligations of both parties under any representation or warranty shall lapse and be of no further force or effect with respect to any matter not contained in a written notice delivered as contemplated above on or prior to the date that is nine (9) months after the Closing Date. Notwithstanding the foregoing, Purchaser acknowledges and agrees that the aggregate liability of Seller with respect to any and all claims of Purchaser relating to any representation or warranty of Seller contained in this Article V shall in no event exceed Two Million Dollars ($2,000,000).
Duration of Representations and Warranties. The representations and warranties to Lender made by the Pledgor in this Article 2 are to be true, accurate and complete in all material respects for the duration of the term of this Agreement.
Duration of Representations and Warranties. 17 5.04. Environmental.................................................17
Duration of Representations and Warranties. 18 8 CONDITIONS TO SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . .19 8.1 CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 9 CONDITIONS TO PURCHASER'S OBLIGATIONS. . . . . . . . . . . . . . . . . .20 9.1 CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 10 CERTAIN COVENANTS AS TO ACTIONSAND OPERATIONS PENDING CLOSING. . . . . .21 10.1 COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
