Survival and Limitation of Representations and Warranties. (a) The representations and warranties of Seller set forth in this Agreement or any documents executed in connection herewith shall survive the Closing, but, any action, suit or proceeding brought by Purchaser against Seller under this Agreement or under any such documents shall be commenced and served, if at all, on or before the date which is six (6) months after the date of Closing and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect.
(b) Subject to Section 10.2, above, the aggregate liability of the Seller with respect to all claims arising in connection with the representations and warranties of Seller which survive the Closing and any other obligations of Seller which expressly survive Closing under this Agreement shall not exceed FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00), and in no event shall any liability arise in connection therewith unless and except to the extent that the direct damages to Purchaser by reason of all such claims, collectively, exceed $50,000.00. In no event shall Seller be liable to Purchaser for any consequential, exemplary, punitive, or any other type of damages (other than direct damages) or for unrealized expectations or other similar claims in respect of any such claims, and in every case Purchaser’s recovery for any claims shall be net of any insurance proceeds and any indemnity, contribution, or other similar payment recovered or recoverable by Purchaser from any insurance company or other third party. Seller’s total liability with respect to a default by Seller for refusal or failure to convey the Property shall not be governed by this Section but shall instead be governed by the terms and provisions of Section 10.2 of this Agreement.
Survival and Limitation of Representations and Warranties. AND INDEMNIFICATION
Survival and Limitation of Representations and Warranties. (a) All representations, warranties, covenants and obligations made or undertaken by Sellers in this Agreement or in any document, instrument or agreement executed and delivered pursuant hereto are material, have been relied upon by Purchaser in entering into this Agreement. All representations, warranties and covenants of Principal Shareholder and LLC described in Section 3.29(a) through (h) shall survive for a period two (2) years after the Closing Date. All representations, warranties, covenants and obligations made or undertaken by Company in this Agreement or the Transaction Documents or in any document, instrument or agreement executed and delivered pursuant hereto (other than covenants and obligations which by their terms herein are to continue or to be performed after Closing) shall survive for a period of two (2) years after the Closing Date. Any examination, inspection or audit of the Company Assets, financial condition or other matters of Company or the Business conducted by Purchaser or on its behalf on or prior to Closing shall in no way limit, affect or impair the ability of Purchaser to rely upon the representations, warranties, covenants and obligations of Company set forth herein.
(b) Any Loss arising out of Sellers’ Liabilities or willful misrepresentations or fraud by Sellers shall not be limited by any survival time period.
Survival and Limitation of Representations and Warranties. (a) All representations, warranties, covenants and obligations made or undertaken by Selling Parties in this Agreement shall survive the Closing. All such representations, warranties, covenants and obligations described in Sections 3.1, 3.2, 3.3, 3.5, 3.6(a) and 3.7 (“Fundamental Representations and Obligations”) shall survive the Closing until 5:00 p.m. Eastern Time on the date that is six (6) years after the Closing Date and shall not merge in the performance of any obligation by any party hereto. All other representations, warranties, covenants and obligations made or undertaken by Selling Parties in this Agreement or the Transaction Documents or in any document, instrument or agreement executed and delivered pursuant hereto (“General Representations”) shall survive for a period continuing until sixty (60) days after the end of the Earn-Out Period. Any examination, inspection or audit of the Acquired Assets, financial condition or other matters of Company or the Business conducted by Purchaser or on its behalf on or prior to Closing shall in no way limit, affect or impair the ability of Purchaser to rely upon the representations and warranties made by the Selling Parties in Article 3 hereof.
(b) Any claims or Loss arising out of Company’s Liabilities or Fraud by Selling Parties shall not be limited by any survival time period.
Survival and Limitation of Representations and Warranties. The representations and warranties set forth in this Agreement are made as of the date of this Agreement and are remade as of the Closing Date and Section 5.1 shall survive the Closing but written notification of any claim arising therefrom must be received by Seller within one (1) year of the Closing Date or such claim shall be forever barred and Seller shall have no liability with respect thereto.
Survival and Limitation of Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 and 11.20 shall survive the Closing, but written notification of any claim arising therefrom must be received by Seller within twelve (12) months after the Date of First Closing for claims relating to the Main Properties or Main LLCs, or the Date of Airport I Closing for claims relating to the Airport I Property or Airport I LLC, or such claim shall be forever barred and Seller shall have no liability with respect thereto. The aggregate liability of the Seller with respect to all claims hereunder shall not exceed Five Hundred Fifty-Eight Thousand Five Hundred Dollars ($558,500) for the Main Properties and Main LLCs and One Hundred Ninety-One Thousand Five Hundred Dollars ($191,500) for the Airport I LLC and Airport I Property.
Survival and Limitation of Representations and Warranties. [information removed] 10.16 [Intentionally Omitted]
Survival and Limitation of Representations and Warranties. All representations and warranties contained in this Agreement shall not survive Closing. The covenants and agreements of Sellers and Purchaser contained in this Agreement that are required to be performed after the Closing shall continue in full force and effect in accordance with their respective terms. It is understood and agreed that, subject to Section 6.2, none of Purchaser, the Acquired Companies, any of their Affiliates, nor any of their respective representatives, shall have any recourse or remedy against Sellers, their respective Affiliates, or any of their respective representatives following the Closing for any breach of or inaccuracy in any representation or warranty herein or in any certificate, agreement or instrument delivered pursuant to this Agreement, any breach or nonfulfillment of any covenant or agreement herein or in any certificate, agreement or instrument delivered pursuant to this Agreement, or any other matter relating to the Acquired Companies, the subject matter of this Agreement or any other agreement or instrument entered into by any of the Parties pursuant to this Agreement, or the transactions contemplated hereby or thereby, other than for breach or nonfulfillment of any covenants or agreements of Sellers expressly contained in this Agreement or any other agreement or instrument entered into by Sellers pursuant to this Agreement that are required to be performed after the Closing and except in cases of Fraud, it being understood that nothing in this Agreement shall limit any claim of Fraud by any Party (in accordance with and subject to the limitations of this Article 6) or by the insurer under the Representation and Warranty Policy in accordance with and subject to the terms and conditions and the limitations, if any, of the Representation and Warranty Policy.
Survival and Limitation of Representations and Warranties. Without limiting Purchaser's recourse in the case of actual and intentional fraud, the representations and warranties contained in this Agreement, the Purchaser's Closing Certificate, and Sellers' Closing Certificate shall not survive Closing, other than pertaining to: (i) Individual and Corporation Fundamental Representations and Corporation Fundamental Representations, which survive the Closing and shall remain in full force and effect until the sixth anniversary of the Closing Date, and (ii) Section 3.2(ee) (Tax Matters), which shall survive the Closing and shall remain in full force and effect until 60 days following the expiration of the applicable statute of limitations and any extensions thereof granted prior to the Closing or with the prior written consent of the Agent (not to be unreasonably withheld, conditioned or delayed). The covenants and agreements of Sellers and Purchaser contained in this Agreement that are required to be performed or fulfilled (a) at or prior to the Closing shall terminate at, and not survive, the Closing and (b) after the Closing shall continue in full force and effect in accordance with their respective terms. Notwithstanding anything to the contrary contained in this Section 9.1, nothing herein shall limit in any way any Party's rights and remedies in the case of actual and intentional fraud with respect to any representation or warranty expressly set forth herein.
Survival and Limitation of Representations and Warranties. The representations and warranties set forth in this Agreement, including but not limited to those set forth in Section 1.2, Section 3.3.2 and Section 5.1 above (collectively the “Surviving Obligations”), are made as of the date of this Agreement and are remade as of the Closing Date and shall survive the Closing but written notification of any claim arising therefrom must be received by Seller within one (1) year of the Closing Date or such claim shall be forever barred and Seller shall have no liability with respect thereto. In addition, upon Seller’s receipt of written notification of any such claim, Seller shall first be afforded at least sixty (60) days to cure any breach of Seller’s representations and warranties prior to Purchaser’s filing any claim in connection therewith. The aggregate liability of Seller for breach of any representations and warranties shall not exceed $100,000; and recovery of actual damages up to that amount is Purchaser’s sole and exclusive remedy for any such breach; provided, however, Seller shall have no liability to Purchaser for matters disclosed by Seller or discovered by Purchaser prior to Closing. For matters disclosed or discovered prior to Closing, Purchaser’s sole rights and remedies shall be as set forth in Section 11.2. Whenever a representation or warranty is made in this Agreement on the basis of the knowledge of Seller, such representation or warranty is made with the exclusion of any facts otherwise known or disclosed to Purchaser, and is made solely on the base of the actual knowledge without inquiry or investigation of Xxxxx Xxxxx and Xxxxx Xxxxxx.
