Common use of Duration of Representations and Warranties Clause in Contracts

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 (i) any insurance proceeds acknowledged by the insurer at the time of such computation to be payable with respect thereto to Purchaser and (ii) any amounts recovered by Purchaser from any third parties, which reduce the damages that would otherwise be sustained; provided, however, that (x) in all cases the timing of the receipt or realization of insurance proceeds or recoveries from third parties shall be taken into account in determining the amount of reduction of damages and (y) in the event Purchaser shall receive or realize insurance proceeds or recoveries from third parties after such determination of damages (which were not included in such determination), the amount thereof shall promptly be remitted by Purchaser to Seller. All representations and warranties contained in this Article 7, as modified by the provisions of the last paragraphs of Sections 7.1 and 7.3 hereof, shall be deemed restated or updated on and as of the Closing Date, but, except as set forth in this Section 7.4, shall not survive the Closing.

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 7.5 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 ($285,360.00200,000.00) 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, ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) of 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 7.47.5; 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 such 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 (i) any insurance proceeds acknowledged by the insurer at the time of such computation to be payable with respect thereto to Purchaser and (ii) any amounts recovered by Purchaser from any third parties, which reduce the damages that would otherwise be sustained; provided, however, that (x) in all cases the timing of the receipt or realization of insurance proceeds or recoveries from third parties shall be taken into account in determining the amount of reduction of damages and (y) in the event Purchaser shall receive or realize insurance proceeds or recoveries from third parties after such determination of damages (which were not included in such determination), the amount thereof shall promptly be remitted by Purchaser to Seller. All representations and warranties contained in this Article 7, as modified by the provisions of the last paragraphs of Sections 7.1 and 7.3 hereof, shall be deemed restated or updated on and as of the Closing Date, but, except as set forth in this Section 7.4, shall not survive the Closing.18

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 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 EIGHTYNINETY-FIVE-THREE THOUSAND THREE ONE HUNDRED SIXTY NINETY AND NO/100 DOLLARS ($285,360.00293,190.00) 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, a portion of the Host Funding Stock equal to the number of shares of Host Funding Stock having an aggregate value equal to $293,190.00 (as determined by the Host Funding Stock Fair Market Value) shall be held back in trust for Purchaser by Seller for a period of one (1) year following the Closing, and such portion of the Host Funding Stock shall be appropriately legended to reflect the agreements set forth in this Section 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 such portion of the Host Funding Stock free of any such security obligations or responsibilities set forth in this Section 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 (i) any insurance proceeds acknowledged by the insurer at the time of such computation to be payable with respect thereto to Purchaser and (ii) any amounts recovered by Purchaser from any third parties, which reduce the damages that would otherwise be sustained; provided, however, that (x) in all cases the timing of the receipt or realization of insurance proceeds or recoveries from third parties shall be taken into account in determining the amount of reduction of damages and (y) in the event Purchaser shall receive or realize insurance proceeds or recoveries from third parties after such determination of damages (which were not included in such determination), the amount thereof shall promptly be remitted by Purchaser to Seller. All representations and warranties contained in this Article 7, as modified by the provisions of the last paragraphs of Sections SECTIONS 7.1 and 7.3 hereof, shall be deemed restated or updated on and as of the Closing Date, but, except as set forth in this Section SECTION 7.4, shall not survive the Closing.

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 EIGHTYNINETY-FIVE-ONE THOUSAND THREE FOUR HUNDRED SIXTY FIFTY AND NO/100 DOLLARS ($285,360.00291,450.00) 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 (i) any insurance proceeds acknowledged by the insurer at the time of such computation to be payable with respect thereto to Purchaser and (ii) any amounts recovered by Purchaser from any third parties, which reduce the damages that would otherwise be sustained; provided, however, that (x) in all cases the timing of the receipt or realization of insurance proceeds or recoveries from third parties shall be taken into account in determining the amount of reduction of damages and (y) in the event Purchaser shall receive or realize insurance proceeds or recoveries from third parties after such determination of damages (which were not included in such determination), the amount thereof shall promptly be remitted by Purchaser to Seller. All representations and warranties contained in this Article 7, as modified by the provisions of the last paragraphs of Sections 7.1 and 7.3 hereof, shall be deemed restated or updated on and as of the Closing Date, but, except as set forth in this Section 7.4, shall not survive the Closing.