Common use of Survival of Purchaser’s Claims Clause in Contracts

Survival of Purchaser’s Claims. The representations and warranties, covenants and indemnities of the Sellers contained herein or in any Closing Document shall survive until the date that is nine (9) months from the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers contained herein or in any Closing Document shall survive only until the date that is nine (9) months from after the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, warranty, covenant or indemnityindemnity (other than a representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement), whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date, and except for liabilities with respect to any representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers Seller contained herein or in any Closing Document shall survive only until the date that is nine one (91) months from year after the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses or costs including without limitation attorneys’ and experts’ fees and costs of investigation and remediation costs (collectively “Claims”) that Purchaser may have at any time against a Seller for breach of any such representation, warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser a Claim (a “Claim Notice”) has not been delivered to the Sellers Seller on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers Seller on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival DateSeller.

Survival of Purchaser’s Claims. The representations and warranties, covenants and indemnities warranties of the Sellers contained herein or in any Closing Document Section 7.2 shall survive only until the date that is nine (9) months from after the Closing Date (the “Survival Date”); except provided, however, that the “Survival Date” shall be extended with respect to any representationrepresentation or warranty as to which Purchaser shall have, warrantyon or before the expiration of such nine (9) month period, covenant either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or indemnity (b) provided written notice to the Sellers of such a breach on or before the date that survives is nine (9) months after the Closing Date and thereafter commences a legal proceeding based on such breach within twelve (12) months after the Closing Date, and such extension of the Survival Date shall be only for so long as such proceeding shall continue (including any period prior to the commencement of such proceeding in the event Purchaser has delivered written notice to the Sellers of such breach, as above, provided that in such event Purchaser shall commence a longer period pursuant legal proceeding based on such breach on or before the date that is twelve (12) months after the Closing Date, as above), and limited to an express provision of this Agreementthe breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, representation or warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers Seller contained herein or in any Closing Document shall survive only until the date that is nine (9) months from after the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, warranty, covenant or indemnityindemnity (other than a representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement), whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers Seller on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers Seller on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the SellersSeller. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers Seller that is still pending on the Survival Date, and except for liabilities with respect to any representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers contained herein or in any Closing Document shall survive only until the date that is nine twelve (912) months from after the Closing Date (the “"Survival Date”"); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller Sellers for breach of any such representation, warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) Notice has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller Sellers for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser Purchaser, Applicable Property Transferees, and/or its their successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except solely for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers contained herein or in any Closing Document shall survive only until the date that is nine twelve (912) months from after the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the SellersSellers within thirty (30) days following the Survival Date. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date, and except for liabilities with respect to any representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers each Seller contained herein or in any Closing Document shall survive only until the date that is nine (9) months from after the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a any Seller for breach of any such representation, warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) Notice has not been delivered to the Sellers such Seller on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers such Seller on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellerssuch Seller. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter matters relating to this Agreement or any Closing Document, except solely for those matters that are then the subject of the pending a Claim Notice delivered by Purchaser to such Seller on or prior to the Sellers Survival Date that is still pending on the Survival Date.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers contained herein or in any Closing Document shall survive only until the date that is nine (9) months from after the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, warranty, covenant or indemnityindemnity (other than a representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement), whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those WRIT Industrial III matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date, and except for liabilities with respect to any representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers contained herein or in any Closing Document shall survive only until the date that is nine (9) months from after the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, warranty, covenant or indemnityindemnity (other than a representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement), whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid WRIT Industrial V or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date, and except for liabilities with respect to any representation, warranty, covenant or indemnity that survives indefinitely pursuant to an express provision of this Agreement.

Survival of Purchaser’s Claims. The representations and warranties, covenants and indemnities warranties of the Sellers contained herein or in any Closing Document Section 7.2 shall survive only until the date that is nine (9) months from after the Closing Date (the “Survival Date”); except provided, however, that the “Survival Date” shall be extended with respect to any representationrepresentation or warranty as to which Purchaser shall have, warrantyon or before the expiration of such nine (9) month period, covenant either (a) commenced a legal proceeding based on the breach thereof 55 ACTIVE/85729224.2 as of the date of Closing or indemnity (b) provided written notice to the Sellers of such a breach on or before the date that survives is nine (9) months after the Closing Date and thereafter commences a legal proceeding based on such breach within twelve (12) months after the Closing Date, and such extension of the Survival Date shall be only for so long as such proceeding shall continue (including any period prior to the commencement of such proceeding in the event Purchaser has delivered written notice to the Sellers of such breach, as above, provided that in such event Purchaser shall commence a longer period pursuant legal proceeding based on such breach on or before the date that is twelve (12) months after the Closing Date, as above), and limited to an express provision of this Agreementthe breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, representation or warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of the Sellers contained herein or in any Closing Document shall survive only until the date that is nine twelve (912) months from after the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller Sellers for breach of any such representation, warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) Notice has not been delivered to the Sellers on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller Sellers for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the Sellers. For the avoidance of doubt, on the Survival Date, each Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except solely for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers that is still pending on the Survival Date.

Survival of Purchaser’s Claims. The representations and warranties, covenants and indemnities of the Sellers Seller contained herein or in any Closing Document shall survive until the date that is nine (9) months from the Closing Date (the “Survival Date”); except with respect to any representation, warranty, covenant or indemnity that survives for a longer period pursuant to an express provision of this Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation, warranty, covenant or indemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach to the extent known by Purchaser (a “Claim Notice”) has not been delivered to the Sellers Seller on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against a Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to the Sellers Seller on or prior to the Survival Date (a “Pending Claim”) may be the subject of subsequent litigation brought by Purchaser against the SellersSeller. For the avoidance of doubt, on the Survival Date, each Date Seller shall be fully discharged and released (without the need for separate releases or other documentation) from any liability or obligation to Purchaser and/or its successors and assigns with respect to any Claims or any other matter relating to this Agreement or any Closing Document, except for those matters that are then the subject of the pending Claim Notice delivered by Purchaser to the Sellers Seller that is still pending on the Survival Date.