Duration of Representations and Warranties. All representations and warranties contained in this Agreement shall be deemed remade as of the Closing and shall survive the Closing for a period of six (6) 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 six (6) 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 six (6) months after the Closing Date. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller shall have no liability for any breach of a representation or warranty set forth in this Agreement (a) unless and until the aggregate liability of Seller with respect to any and all claims of Purchaser relating to breaches of representations or warranties of Seller contained in this Article V shall exceed One Hundred Thousand Dollars ($100,000), and then only with respect to the amount by which such claims shall exceed One Hundred Thousand Dollars ($100,000) and (b) to the extent such liability shall exceed Five Hundred Thousand Dollars ($500,000) in the aggregate.
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Samples: Agreement for Sale and Purchase (Hersha Hospitality Trust)
Duration of Representations and Warranties. All Except as otherwise expressly provided herein, all representations and warranties of Seller contained in this Agreement shall be deemed remade as of the Closing and in any document or instrument delivered by Seller in connection herewith shall survive the Closing for a period of six one (61) months 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 shall not merge into any valid only if Purchaser notifies Seller of such claim or claims on or before the closing documents; provideddate which is one (1) year following the Closing and commences an action, however, that no person, firm, suit or entity shall have any liability or obligation proceeding against Seller with respect to any representation such claim or warranty claims not later than sixty (60) days after the end of such one (1) year period. Notwithstanding anything contained in this Agreement unless on or prior SECTION 7.4 to the date that is six contrary, Purchaser's Damages shall be limited as follows: (6i) 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 six (6) months after the Closing Date. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller shall have no liability for any breach 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 NINETY-THREE THOUSAND ONE HUNDRED NINETY AND NO/100 DOLLARS ($293,190.00) 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 representation or warranty 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 Agreement SECTION 7.4; provided, that in the event no claim or claims giving rise to Purchaser's Damages occur within said one (a1) unless 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 7.4. "Purchaser's Damages," as used herein, shall mean all loss, liability, damage and until expense suffered or incurred by Purchaser following the aggregate liability 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 all claims (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 relating to breaches of Seller. All representations or and warranties of Seller contained in this Article V 7, as modified by the provisions of the last paragraphs of SECTIONS 7.1 and 7.3 hereof, shall exceed One Hundred Thousand Dollars ($100,000)be deemed restated or updated on and as of the Closing Date, and then only with respect to but, except as set forth in this SECTION 7.4, shall not survive the amount by which such claims shall exceed One Hundred Thousand Dollars ($100,000) and (b) to the extent such liability shall exceed Five Hundred Thousand Dollars ($500,000) in the aggregateClosing.
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Duration of Representations and Warranties. All Except as otherwise expressly provided herein, all representations and warranties of Seller contained in this Agreement shall be deemed remade as of the Closing and in any document or instrument delivered by Seller in connection herewith shall survive the Closing for a period of six one (61) months 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 shall not merge into any valid only if Purchaser notifies Seller of such claim or claims on or before the closing documents; provideddate which is one (1) year following the Closing and commences an action, however, that no person, firm, suit or entity shall have any liability or obligation proceeding against Seller with respect to any representation such claim or warranty claims not later than sixty (60) days after the end of such one (1) year period. Notwithstanding anything contained in this Agreement unless on or prior Section 7.4 to the date that is six contrary, Purchaser's Damages shall be limited as follows: (6i) 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 six (6) months after the Closing Date. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller shall have no liability for any breach 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 representation or warranty 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 Agreement Section 7.4; provided, that in the event no claim or claims giving rise to Purchaser's Damages occur within said one (a1) unless 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 until expense suffered or incurred by Purchaser following the aggregate liability 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 all claims (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 relating to breaches of Seller. All representations or and warranties of Seller contained in this Article V 7, as modified by the provisions of the last paragraphs of Sections 7.1 and 7.3 hereof, shall exceed One Hundred Thousand Dollars ($100,000)be deemed restated or updated on and as of the Closing Date, and then only with respect to but, except as set forth in this Section 7.4, shall not survive the amount by which such claims shall exceed One Hundred Thousand Dollars ($100,000) and (b) to the extent such liability shall exceed Five Hundred Thousand Dollars ($500,000) in the aggregateClosing.
Appears in 1 contract
Duration of Representations and Warranties. All Except as otherwise expressly provided herein, all representations and warranties of Seller contained in this Agreement shall be deemed remade as of the Closing and in any document or instrument delivered by Seller in connection herewith shall survive the Closing for a period of six one (61) months 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 shall not merge into any valid only if Purchaser notifies Seller of such claim or claims on or before the closing documents; provideddate which is one (1) year following the Closing and commences an action, however, that no person, firm, suit or entity shall have any liability or obligation proceeding against Seller with respect to any representation such claim or warranty claims not later than sixty (60) days after the end of such one (1) year period. Notwithstanding anything contained in this Agreement unless on or prior Section 7.5 to the date that is six contrary, Purchaser's Damages shall be limited as follows: (6i) 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 six (6) months after the Closing Date. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller shall have no liability for any breach 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 THOUSAND AND NO/100 DOLLARS ($200,000.00) 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 representation or warranty 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 Agreement (a) unless and until the aggregate liability of Seller with respect to any and all claims of Purchaser relating to breaches of representations or warranties of Seller contained in this Article V shall exceed One Hundred Thousand Dollars ($100,000)Section 7.5; provided, and then only with respect to the amount by which such claims shall exceed One Hundred Thousand Dollars ($100,000) and (b) to the extent such liability shall exceed Five Hundred Thousand Dollars ($500,000) that in the aggregate.event no claim or claims giving rise to Purchaser's Damages occur within said one (1) year period, Seller shall thereafter hold such Host Funding Stock free of any such 18
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Duration of Representations and Warranties. All representations and warranties contained in this Agreement shall be deemed remade as of the Closing and shall survive the Closing for a period of six one (61) months year 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 six (6) months following the Closing Date, the . Any party seeking to assert liability under such representation or warranty shall have notified set forth in this Agreement must give notice to the other party in writing setting 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 six one (61) months year after the Closing Date. Notwithstanding anything to the foregoingcontrary contained in this Agreement, Purchaser acknowledges and agrees that Seller in no event shall any party have no any liability under this Agreement for any breach 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 set forth in this Agreement (a) 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 with respect 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 all claims of Purchaser relating to breaches of representations or warranties of Seller contained in this Article V shall exceed One Hundred Thousand Dollars (including $100,000), and then only with respect to the amount by which such claims shall exceed One Hundred Thousand Dollars ($100,000) and (b) to the extent such liability shall exceed Five Hundred Thousand Dollars ($500,000) in the aggregate25,000.00.
Appears in 1 contract
Samples: Hotel Purchase and Sale Agreement (Boykin Lodging Co)
Duration of Representations and Warranties. All Except as otherwise expressly provided herein, all representations and warranties of Seller contained in this Agreement shall be deemed remade as of the Closing and in any document or instrument delivered by Seller in connection herewith shall survive the Closing for a period of six one (61) months 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 shall not merge into any valid only if Purchaser notifies Seller of such claim or claims on or before the closing documents; provideddate which is one (1) year following the Closing and commences an action, however, that no person, firm, suit or entity shall have any liability or obligation proceeding against Seller with respect to any representation such claim or warranty claims not later than sixty (60) days after the end of such one (1) year period. Notwithstanding anything contained in this Agreement unless on or prior Section 7.4 to the date that is six contrary, Purchaser's Damages shall be limited as follows: (6i) 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 six (6) months after the Closing Date. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller shall have no liability for any breach 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 NINETY-ONE THOUSAND FOUR HUNDRED FIFTY AND NO/100 DOLLARS ($291,450.00) 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 representation or warranty 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 Agreement Section 7.4; provided, that in the event no claim or claims giving rise to Purchaser's Damages occur within said one (a1) unless 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 until expense suffered or incurred by Purchaser following the aggregate liability 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 all claims (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 relating to breaches of Seller. All representations or and warranties of Seller contained in this Article V 7, as modified by the provisions of the last paragraphs of Sections 7.1 and 7.3 hereof, shall exceed One Hundred Thousand Dollars ($100,000)be deemed restated or updated on and as of the Closing Date, and then only with respect to but, except as set forth in this Section 7.4, shall not survive the amount by which such claims shall exceed One Hundred Thousand Dollars ($100,000) and (b) to the extent such liability shall exceed Five Hundred Thousand Dollars ($500,000) in the aggregateClosing.
Appears in 1 contract
