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(b), 5.1, 7.1(c), 7.1(d), 7.4(b), 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 contained in this Agreement shall survive the Closing only as hereinafter set forth and (ii) any liability of Seller to Purchaser based 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: (i) 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 (ii) 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 10.3(i) above) 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 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 agreements, covenants, indemnifications and obligations of the parties hereunder set forth in Sections Paragraphs 4.3(b), 4.5(b)(viii) 5.1, 7.1(c), 7.1(d), 7.4(b), 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 contained in this Agreement shall survive the Closing only as hereinafter set forth above and (ii) any liability of Seller to Purchaser based 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: (i) 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 (ii) 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 10.3(i) above) 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 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.May 15,

SURVIVAL AND BENEFIT. Only those agreements, covenants, indemnifications indemnifications, and obligations of the parties hereunder set forth in Sections 4.3(b4.3(c), 5.1, 7.1(c7. l(c), 7.1(d7. 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 Seller, as contained in this Agreement shall survive the Closing only as if the Purchaser satisfies the requirements hereinafter set forth in this Section 10.3 and (ii) any liability of Seller to Purchaser based on 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: (ia) 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 (iib) 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 10.3(i(a) above) 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 within six (6) months after 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 SellerDate.

SURVIVAL AND BENEFIT. Only those agreements, covenants, indemnifications and obligations of the parties hereunder set forth in Sections 4.3(b), 5.1, 7.1(c7.l(c), 7.1(d7.l(d), 7.4(b), 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 contained in this Agreement shall survive the Closing only as hereinafter set forth and (ii) any liability of Seller to Purchaser based 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: (i) 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 (ii) 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 10.3(i) above) 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 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 agreements, covenants, indemnifications indemnifications, and obligations of the parties hereunder set forth in Sections 4.3(b), 5.15.l, 7.1(c7.l(c), 7.1(d7.l(d), 7.4(b), 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 Seller, as contained in this Agreement shall survive the Closing only as hereinafter set forth and (ii) any liability of Seller to Purchaser based on 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: (ia) 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 (iib) 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 10.3(i(a) above) no later than December 1, 1997within 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.