Common use of Survival and Liability Limitations Clause in Contracts

Survival and Liability Limitations. (a) The representations and warranties set forth in Article III, each Beneficial Interest Assignment, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall continue and survive in full force and effect after the Initial Closing Date or the relevant Delivery Date, as applicable, for a period ending on the date of the payment in full of the Series A Notes and Series B Notes. (b) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Xxxxxx arising out of or resulting from or by reason of any claims under or pursuant to: (i) a breach of the representations and warranties set forth in this Agreement, (ii) the indemnity given by Xxxxxx set forth in Section 6.02 and/or (iii) otherwise under this Agreement, shall not exceed $250,000,000; provided that such limit shall not apply in respect of any breach of the representations and warranties set forth in representations and warranties set forth in Section 3.02(c) and Section 3.02(g). (c) Xxxxxx shall only be liable in respect of any claim brought by WEST for (i) a breach of the representations and warranties set forth in Article III, each Beneficial Interest Assignment, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement and (ii) the indemnity given by Xxxxxx set forth in Section 6.02, in each case if the aggregate liability of Xxxxxx for any individual claim would exceed in aggregate $100,000. In the event that such claim exceeds $100,000, Xxxxxx shall be liable (subject to clause (b) above) for the full amount of such claim. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

Survival and Liability Limitations. (a) The representations and warranties set forth in Article III, each Beneficial Interest Assignment, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall continue and survive in full force and effect after the Initial Closing Date or the relevant Delivery Date, as [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. applicable, for a period ending on the date of the payment in full of the Series A Notes and Series B Notes. (b) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Xxxxxx arising out of or resulting from or by reason of any claims under or pursuant to: (i) a breach of the representations and warranties set forth in this Agreement, (ii) the indemnity given by Xxxxxx set forth in Section 6.02 and/or (iii) otherwise under this Agreement, shall not exceed $250,000,000; provided that such limit shall not apply in respect of any breach of the representations and warranties set forth in representations and warranties set forth in Section 3.02(c) and Section 3.02(g). (c) Xxxxxx shall only be liable in respect of any claim brought by WEST for (i) a breach of the representations and warranties set forth in Article III, each Beneficial Interest Assignment, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement and (ii) the indemnity given by Xxxxxx set forth in Section 6.02, in each case if the aggregate liability of Xxxxxx for any individual claim would exceed in aggregate $100,000. In the event that such claim exceeds $100,000, Xxxxxx shall be liable (subject to clause (b) above) for the full amount of such claim. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

Survival and Liability Limitations. (a) The representations and warranties set forth in Article III, each Beneficial Interest Assignment, each Xxxx of Sale, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall continue and survive in full force and effect after the Initial Closing Date or the relevant Delivery Date, as applicable, for a period ending on the date of the payment in full of the Series A Notes and Series B Notes. (b) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Xxxxxx arising out of or resulting from or by reason of any claims #4843-4322-6596v6 under or pursuant to: (i) a breach of the representations and warranties set forth in this Agreement, (ii) the indemnity given by Xxxxxx set forth in Section 6.02 and/or (iii) otherwise under this Agreement, shall not exceed $250,000,000; provided that such limit shall not apply in respect of any breach of the representations and warranties set forth in representations and warranties set forth in Section 3.02(c) and Section 3.02(g). (c) Xxxxxx shall only be liable in respect of any claim brought by WEST for (i) a breach of the representations and warranties set forth in Article III, each Beneficial Interest Assignment, each Xxxx of Sale, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement and (ii) the indemnity given by Xxxxxx set forth in Section 6.02, in each case if the aggregate liability of Xxxxxx for any individual claim would exceed in aggregate $100,000. In the event that such claim exceeds $100,000, Xxxxxx shall be liable (subject to clause (b) above) for the full amount of such claim. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

Survival and Liability Limitations. (a) The representations and warranties set forth in Article III, each Beneficial Interest Assignment, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall continue and survive in full force and effect after the Initial Closing Date or the relevant Delivery Date, as applicable, for a period ending on the date of the payment in full of the Series A Notes Notes. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and Series B Notesis noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (b) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Xxxxxx arising out of or resulting from or by reason of any claims under or pursuant to: (i) a breach of the representations and warranties set forth in this Agreement, (ii) the indemnity given by Xxxxxx set forth in Section 6.02 and/or (iii) otherwise under this Agreement, shall not exceed $250,000,000; provided that such limit shall not apply in respect of any breach of the representations and warranties set forth in representations and warranties set forth in Section 3.02(c) and Section 3.02(g). (c) Xxxxxx shall only be liable in respect of any claim brought by WEST for (i) a breach of the representations and warranties set forth in Article III, each Beneficial Interest Assignment, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement and (ii) the indemnity given by Xxxxxx set forth in Section 6.02, in each case if the aggregate liability of Xxxxxx for any individual claim would exceed in aggregate $100,000. In the event that such claim exceeds $100,000, Xxxxxx shall be liable (subject to clause (b) above) for the full amount of such claim. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.