Common use of Survival and Limits On Buyer’s Claims Clause in Contracts

Survival and Limits On Buyer’s Claims. Seller’s Warranties shall survive the Closing and not be merged therein for the Survival Period and Seller shall only be liable to Buyer hereunder for a breach of Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller in writing, specifying in reasonable detail the circumstances giving rise to the alleged breach, within the Survival Period. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be subject to Seller’s Liability Limit. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing (Buyer’s remedy being as set forth in Paragraph 8.3), or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than $37,500.00.

Survival and Limits On Buyer’s Claims. Seller’s Warranties shall survive the Closing and not be merged therein for the Survival Period a period of one hundred eighty (180) days and Seller shall only be liable to Buyer hereunder for a breach of Seller’s Warranties made herein or in any of the documents Closing Documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller in writing, specifying in reasonable detail writing on or before the circumstances giving rise to date which is one hundred eighty (180) days after the alleged breach, within the Survival Period. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be subject to Seller’s Liability LimitClosing Date. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to (i) rescind this Agreement and the Transaction as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect or (ii) make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, incur as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing (Buyer’s remedy being as set forth in Paragraph Section 8.3), or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than $37,500.0050,000.00.

Survival and Limits On Buyer’s Claims. Seller’s Warranties shall survive the Closing and not be merged therein for the Survival Period and Seller shall only be liable to Buyer hereunder for a breach of Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller in writing, specifying in reasonable detail the circumstances giving rise to the alleged breach, within the Survival Period. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be subject to Seller’s Liability Limit. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing (Buyer’s remedy being as set forth in Paragraph 8.3), or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than $37,500.00[__].

Survival and Limits On Buyer’s Claims. Seller’s Warranties shall survive the Closing and not be merged therein for the Survival Period a period of three hundred sixty-five (365) days and Seller shall only be liable to Buyer hereunder for a breach of Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller in writing, specifying in reasonable detail writing on or before three hundred sixty-five (365) days after the circumstances giving rise to date of the alleged breach, within the Survival PeriodClosing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be subject to Seller’s Liability Limit. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing (Buyer’s remedy being as set forth in Paragraph 8.3), or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than $37,500.00100,000.00.

Survival and Limits On Buyer’s Claims. Seller’s Warranties made pursuant to Section 8.1, as updated and remade in the reaffirmation delivered by Seller pursuant to Section 6.2(J), shall survive the Closing and not be merged therein for the Survival Period a period of fifteen (15) months and Seller shall only be liable to Buyer hereunder for a breach of such Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller in writingwriting on or before fifteen (15) months after the date of the Closing; provided, specifying however, Seller’s Warranties set forth in reasonable detail the circumstances giving rise to the alleged breachSections 8.1(A), within the Survival Period(F), (G), (K) and (R) shall survive indefinitely. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties made pursuant to Section 8.1, as updated and remade in the reaffirmation delivered by Seller pursuant to Section 6.2(J), shall be subject to Seller’s Liability LimitLimit other than Seller’s Warranties set forth in Sections 8.1(A), (F), (G), (K) and (R) which are not subject to any such liability limit. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing (Buyer’s remedy being as set forth in Paragraph Section 8.3), or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated by Buyer to aggregate less than One Hundred Thousand and No/100 Dollars ($37,500.00100,000.00).

Survival and Limits On Buyer’s Claims. Seller’s Warranties shall survive the Closing and not be merged therein for the Survival Period a period of six (6) months, and Seller shall only be liable to Buyer hereunder for a breach of Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller in writing, specifying in reasonable detail writing on or before six (6) months after the circumstances giving rise to date of the alleged breach, within the Survival PeriodClosing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be subject to Seller’s Liability Limit. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know as set forth in Paragraph 8.2 that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing (Buyer’s remedy being as set forth in Paragraph 8.3), or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than $37,500.00150,000.00.

Survival and Limits On Buyer’s Claims. Seller’s Warranties shall survive the Closing and not be merged therein for the Survival Period a period of one hundred eighty (180) days and Seller shall only be liable to Buyer hereunder for a breach of Seller’s Warranties made herein or in any of the documents Closing Documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller in writing, specifying in reasonable detail writing on or before one hundred eighty (180) days after the circumstances giving rise to the alleged breach, within the Survival Period. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be subject to Seller’s Liability LimitClosing. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing (Buyer’s remedy being as set forth in Paragraph Section 8.3), or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than $37,500.0050,000.00.