Common use of SURVIVAL AND BENEFIT Clause in Contracts

SURVIVAL AND BENEFIT. Only those agreements, covenants, indemnifications, and obligations of the parties hereunder set forth in Sections 4.3(c), 5.1, 7. l(c), 7. l(f), 7.4(b), the representations and warranties and certification of Seller contained in any Landlord's Estoppel Certificate delivered to Purchaser at Closing and the representations and warranties of Purchaser set forth in Section 7.3 shall survive the Closing and inure to the benefit of and be binding upon the respective successors and assigns of the parties. The indemnifications set forth in Sections 5.1 and 7.1(c) shall survive termination of this Agreement prior to Closing. Subject to the provisions of the second paragraph of Section 7.4(a): (i) the representations and warranties of Seller, as contained in this Agreement shall survive the Closing if the Purchaser satisfies the requirements hereinafter set forth in this Section 10.3 and (ii) any liability of Seller to Purchaser based upon any inaccuracy of Seller's representations and warranties contained in this Agreement shall expire without notice from or to any party hereto (including Purchaser's designee) unless: (a) Purchaser (or its designee) shall give written notice to Seller within three (3) months after the Closing Date that any of such representations and warranties were inaccurate in any material respect, specifying in detail the nature of any such inaccuracy and certifying to Seller that Purchaser and its designee and Permittees were not aware of such inaccuracy at the time of the Closing; and (b) Purchaser (or its designee) shall commence legal proceedings against Seller for damages suffered as a result of the inaccuracy specified in such notice given to Seller (pursuant to (a) above) within six (6) months after the Closing Date.

SURVIVAL AND BENEFIT. Only those agreements, covenants, indemnifications, indemnifications and obligations of the parties hereunder set forth in Sections 4.3(cParagraphs 4.3(b), 4.5(b)(viii) 5.1, 7. l(c7.1(c), 7. l(f7.1(d), 7.4(b), the representations and warranties and certification of Seller contained in any Landlord's Estoppel Certificate delivered to Purchaser at Closing and the representations and warranties of Purchaser set forth in Section Paragraph 7.3 shall survive the Closing and inure to the benefit of and be binding upon the respective successors and assigns of the parties. The indemnifications set forth in Sections Paragraphs 5.1 and 7.1(c) shall survive termination of this Agreement prior to Closing. Subject to the provisions of the second paragraph of Section 7.4(a): Paragraph , (i) the representations and warranties of Seller, as Seller contained in this Agreement shall survive the Closing if the Purchaser satisfies the requirements only as hereinafter set forth in this Section 10.3 above and (ii) any liability of Seller to Purchaser based upon on any inaccuracy of Seller's representations and warranties contained in this Agreement shall expire without notice from or to any party hereto (including Purchaser's designee) unless: (ai) Purchaser (or its designee) shall give written notice to Seller within three (3) months after the Closing Date that any of such representations and warranties were inaccurate in any material respect, specifying in detail the nature of any such inaccuracy and certifying to Seller that Purchaser and its designee and Permittees were not aware of such inaccuracy at the time of the Closing; and (bii) Purchaser (or its designee) shall commence legal proceedings against Seller for damages suffered as a result of the inaccuracy specified in such notice given to Seller (pursuant to (a10.3(i) above) within six (6) months after the Closing Date.no later than May 15,

SURVIVAL AND BENEFIT. Only those agreements, covenants, indemnifications, and obligations of the parties hereunder set forth in Sections 4.3(c4.3(b), 5.15.l, 7. l(c7.l(c), 7. l(f7.l(d), 7.4(b), the representations and warranties and certification of Seller contained in any Landlord's Estoppel Certificate delivered to Purchaser at Closing and the representations and warranties of Purchaser set forth in Section 7.3 shall survive the Closing and inure to the benefit of and be binding upon the respective successors and assigns of the parties. The indemnifications set forth in Sections 5.1 5.l and 7.1(c7.l(c) shall survive termination of this Agreement prior to Closing. Subject to the provisions of the second paragraph of Section 7.4(a): (i) the representations and warranties of Seller, as contained in this Agreement shall survive the Closing if the Purchaser satisfies the requirements only as hereinafter set forth in this Section 10.3 and (ii) any liability of Seller to Purchaser based upon any inaccuracy of Seller's representations and warranties contained in this Agreement shall expire without notice from or to any party hereto (including Purchaser's designee) unless: (a) Purchaser (or its designee) shall give written notice to Seller within three (3) months after the Closing Date that any of such representations and warranties were inaccurate in any material respect, specifying in detail the nature of any such inaccuracy and certifying to Seller that Purchaser and its designee and Permittees were not aware of such inaccuracy at the time of the Closing; and (b) Purchaser (or its designee) shall commence legal proceedings against Seller for damages suffered as a result of the inaccuracy specified in such notice given to Seller (pursuant to (a) above) within six (6) months after the Closing Date. Notwithstanding anything herein to the contrary, and subject to the provisions of Section 10.7 hereof, the maximum amount of liability of Seller for any agreements, indemnification, obligations, representations, and warranties which shall survive the Closing shall be $400,000.00, including any costs of litigation which Purchaser or its designee may incur to enforce such post-closing obligations or liabilities of Seller.

SURVIVAL AND BENEFIT. Only those 17.2.1 All agreements, covenants, indemnifications, indemnifications and obligations of the parties hereunder which are intended to be performed in whole or in part after Closing shall survive Closing and the same shall inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, except as otherwise expressly set forth elsewhere in Sections 4.3(c)this Contract, 5.1, 7. l(c), 7. l(f), 7.4(b), the representations and warranties and certification all of Seller contained in any Landlord's Estoppel Certificate delivered to Purchaser at Closing and the representations and warranties of Purchaser Buyer and Seller set forth in Section 7.3 this Contract shall survive the Closing Date for a period of twelve (12) months only; provided, Seller shall not have any liability or obligation with respect to any representation or warranty contained herein unless on or prior to a date which is not later than twelve (12) months following the Closing Date Buyer shall have notified Seller in writing setting forth specifically the representation or warranty allegedly breached, and inure a description of the alleged breach in reasonable detail. Notwithstanding anything herein to the benefit contrary, in no event shall such liability of Seller for the breach of its representations and be binding upon the respective successors and assigns of the parties. The indemnifications warranties set forth in Sections 5.1 this Contract (a) accrue until the aggregate amount of damages incurred by Buyer exceeds One Million Five Hundred Thousand and 7.1(cNo/100 Dollars ($1,500,000) (the “Deductible”), in which case Seller only shall survive termination be liable for damages in excess of the Deductible, or (b) exceed, in the aggregate, the sum of Twenty-Five Million and No/100 Dollars ($25,000,000.00). All liabilities and obligations of Seller under any representation or warranty made by Seller under this Agreement Contract 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 twelve (12) months following the Closing Date. 17.2.2 After Closing. Subject , the right to damages as limited by Section 17.2.1 shall constitute the sole and exclusive remedy of Buyer for any claim arising out of, resulting from or incurred in connection with any claims regarding matters arising under or otherwise relating to this Contract or the subject matter hereof; provided, that (a) in the event of Fraud by Seller, Buyer shall have all remedies available at law or in equity (including for tort) with respect thereto and (b) in no event shall the Property Lease Obligations, including any representations or warranties by Seller, as Tenant under the Property Lease, be subject to the provisions of this Section 17.2.2. For purposes hereof, “Fraud” means the second paragraph making by Seller of Section 7.4(a): a statement of fact in the express representations and warranties set forth in Article 6 with intent to deceive Buyer and requires (i) the representations and warranties a false representation of Sellermaterial fact, as contained in this Agreement shall survive the Closing if the Purchaser satisfies the requirements hereinafter set forth in this Section 10.3 and (ii) any liability with knowledge that such representation is false, (iii) with an intention to induce Buyer to act or refrain from acting in reliance upon it, (iv) causing Buyer, in justifiable reliance upon such false representation and with ignorance of Seller to Purchaser based upon any inaccuracy of Seller's representations and warranties contained in this Agreement shall expire without notice from or to any party hereto (including Purchaser's designee) unless: (a) Purchaser (or its designee) shall give written notice to Seller within three (3) months after the Closing Date that any falsity of such representations representation, to take or refrain from taking action and warranties were inaccurate in any material respect, specifying in detail the nature of any such inaccuracy and certifying (v) causing Buyer to Seller that Purchaser and its designee and Permittees were not aware suffer damage by reason of such inaccuracy at the time of the Closing; and (b) Purchaser (or its designee) shall commence legal proceedings against Seller for damages suffered as a result of the inaccuracy specified in such notice given to Seller (pursuant to (a) above) within six (6) months after the Closing Datereliance.

SURVIVAL AND BENEFIT. Only those agreements, covenants, indemnifications, indemnifications and obligations of the parties hereunder set forth in Sections 4.3(c4.3(b), 5.1, 7. l(c7.l(c), 7. l(f7.l(d), 7.4(b), the representations and warranties and certification of Seller contained in any Landlord's Estoppel Certificate delivered to Purchaser at Closing and the representations and warranties of Purchaser set forth in Section 7.3 shall survive the Closing and inure to the benefit of and be binding upon the respective successors and assigns of the parties. The indemnifications set forth in Sections 5.1 5. 1 and 7.1(c7. 1 (c) shall survive termination of this Agreement prior to Closing. Subject to the provisions of the second paragraph of Section 7.4(a): ), (i) the representations and warranties of Seller, as Seller contained in this Agreement shall survive the Closing if the Purchaser satisfies the requirements only as hereinafter set forth in this Section 10.3 and (ii) any liability of Seller to Purchaser based upon on any inaccuracy of Seller's representations and warranties contained in this Agreement shall expire without notice from or to any party hereto (including Purchaser's 's. designee) unless: (ai) Purchaser (or its designee) shall give written notice to Seller within three (3) months after the Closing Date that any of such representations and warranties were inaccurate in any material respect, specifying in detail the nature of any such inaccuracy and certifying to Seller that Purchaser and its designee and Permittees were not aware of such inaccuracy at the time of the Closing; and and (bii) Purchaser (or its designee) shall commence legal proceedings against Seller for damages suffered as a result of the inaccuracy specified in such notice given to Seller (pursuant Seller(pursuant to (a10.3(i) above) within six (6) months after no later than December 1, 1997. Notwithstanding anything herein to the contrary, and subject to the provisions of Section 10.7 hereof, the maximum amount of liability of Seller for any agreements, indemnification, obligations, representations, and warranties which shall survive the Closing Dateshall be $400,000.00, including any costs of litigation which Purchaser or its designee may incur to enforce such post-closing obligations or liabilities of Seller.

SURVIVAL AND BENEFIT. Only those agreements, covenants, indemnifications, indemnifications and obligations of the parties hereunder set forth in Sections 4.3(c4.3(b), 5.1, 7. l(c7.1(c), 7. l(f7.1(d), 7.4(b), the representations and warranties and certification of Seller contained in any Landlord's Estoppel Certificate delivered to Purchaser at Closing and the representations and warranties of Purchaser set forth in Section 7.3 shall survive the Closing and inure to the benefit of and be binding upon the respective successors and assigns of the parties. The indemnifications set forth in Sections 5.1 and 7.1(c) shall survive termination of this Agreement prior to Closing. Subject to the provisions of the second paragraph of Section 7.4(a): ) (i) the representations and warranties of Seller, as Seller contained in this Agreement shall survive the Closing if the Purchaser satisfies the requirements only as hereinafter set forth in this Section 10.3 and (ii) any liability of Seller to Purchaser based upon on any inaccuracy of Seller's representations and warranties contained in this Agreement shall expire without notice from or to any party hereto (including Purchaser's designee) unless: (ai) Purchaser (or its designee) shall give written notice to Seller within three (3) months after the Closing Date that any of such representations and warranties were inaccurate in any material respect, specifying in detail the nature of any such inaccuracy and certifying to Seller that Purchaser and its designee and Permittees were not aware of such inaccuracy at the time of the Closing; and (bii) Purchaser (or its designee) shall commence legal proceedings against Seller for damages suffered as a result of the inaccuracy specified in such notice given to Seller (pursuant to (a10.3(i) above) within six (6) months after no later than December 1, 1997. Notwithstanding anything herein to the contrary, and subject to the provisions of Section 10.7 hereof, the maximum amount of liability of Seller for any agreements, indemnification, obligations, representations, and warranties which shall survive the Closing Dateshall be $400,000.00, including any costs of litigation which Purchaser or its designee may incur to enforce such post-closing obligations or liabilities of Seller.