Common use of Expiration of Representations and Warranties Clause in Contracts

Expiration of Representations and Warranties. Except with respect to any breach of Section 3.04(f) or Section 3.04(x) or as otherwise provided in this Agreement, notice of a breach of a representation or warranty made by HUD in Section 3.04 with respect to a Mortgage Loan must be made, in writing and delivered to HUD, within ten (10) months after the Servicing Transfer Date for such Mortgage Loan. In the event no notice is received alleging a breach of any of such representations or warranties with respect to a Mortgage Loan within such ten (10) month period, then the representations and warranties contained in Section 3.04 (other than in Section 3.04(f) or (x)), and the rights and remedies of Purchaser in Section 3.05, as they relate to such Mortgage Loan, shall expire and be of no further force or effect. Notice of a breach of a representation or warranty made by Purchaser in Section 3.05(b) with respect to a repurchased Mortgage Loan must be made, in writing and delivered to Purchaser, within three (3) months after the Initial Repurchase Date for such Mortgage Loan. In the event no notice is received alleging a breach of any of such representations or warranties with respect to a Mortgage Loan within such three (3)-month period, then the representations and warranties contained in Section 3.05(b), and the rights and remedies of HUD in Section 3.05(c), as they relate to such Mortgage Loan, shall expire and be of no further force or effect. The representations and warranties in Section 3.04(f) and 3.04(x) and all other representations and warranties made by the Parties in this Agreement shall survive and shall not be subject to the foregoing limitations. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the representations and warranties in Section 3.04 with respect to a Mortgage Loan shall terminate upon the modification of the Mortgage Loan by or on behalf of Purchaser or the release and/or satisfaction of all or part of the Mortgage Loan or security.

Expiration of Representations and Warranties. Except All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. Eastern Time on the date that is the one (1) year anniversary of the Closing Date (the “Indemnity Escrow Release Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished (except to the extent a claim for indemnification has been made prior to such time for any breach thereof); provided, that the representations and warranties of (a) the Company set forth in Section 3.1(a) (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization of the Company and Its Subsidiaries), Section 3.4(a) (No Violation) Section 3.19 (Tax Matters) and Section 3.25 (No Brokers) and (b) the Shareholders in Section 4.1 (Title to Equity Securities; Organization and Power); Section 4.2 (Authorization and Enforceability), Section 4.3(a) (No Violation) and Section 4.5 (No Brokers) shall in each case in (a) and (b) above survive fifteen (15) years (the representations and warranties of the Company and the Shareholders referred to in this proviso are collectively referred to as the “Surviving Representations”). Notwithstanding anything to the contrary set forth herein, (i) if a claim for indemnification with respect to any breach of Section 3.04(f) or Section 3.04(x) or as otherwise provided in this Agreement, notice of a breach of a representation or warranty made by HUD in Section 3.04 with respect to a Mortgage Loan must be made, in writing and delivered to HUD, within ten (10) months after the Servicing Transfer Date for such Mortgage Loan. In the event no notice is received alleging a breach of any of such representations or warranties with respect to a Mortgage Loan within such ten (10) month period, then the representations and warranties contained has been made in accordance with this ARTICLE VIII prior to the expiration of the applicable survival period set forth in this Section 3.04 (other than in Section 3.04(f) or (x))8.1, and then the rights and remedies of Purchaser in Section 3.05, as they relate to such Mortgage Loan, shall expire and be of no further force or effect. Notice of a breach of a representation or warranty made by Purchaser in Section 3.05(b) indemnification obligation with respect to a repurchased Mortgage Loan must be made, in writing and delivered to Purchaser, within three (3) months after the Initial Repurchase Date for such Mortgage Loan. In the event no notice is received alleging a breach of any of such representations or warranties with respect to a Mortgage Loan within such three (3)-month period, then the representations and warranties contained in Section 3.05(b), and the rights and remedies of HUD in Section 3.05(c), as they relate to such Mortgage Loan, shall expire and be of no further force or effect. The representations and warranties in Section 3.04(f) and 3.04(x) and all other representations and warranties made by the Parties in this Agreement shall survive and claim shall not be subject terminated hereunder and the applicable Indemnitor shall continue to have obligations as to such indemnification claim until such indemnification claim is fully and finally resolved and (ii) the foregoing limitations. Notwithstanding the foregoing or any other provision covenants and agreements of this Agreement to the contrary, the representations and warranties in Section 3.04 with respect to a Mortgage Loan each party hereto shall terminate upon the modification of the Mortgage Loan by or on behalf of Purchaser or the release and/or satisfaction of all or part of the Mortgage Loan or securitysurvive until fully discharged.