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

Survival of Purchaser’s Claims. The representations and warranties of the Sellers contained in Section 7.2 shall survive only until the date that is nine (9) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation or warranty, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach (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, 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.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties warranties, covenants and indemnities of the Sellers contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or indemnity (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 (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 representations and warranties warranties, covenants and indemnities of the Sellers Seller contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after from the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended except with respect to any representation representation, warranty, covenant or warranty as indemnity that survives for a longer period pursuant to which Purchaser shall have, on or before the expiration an express provision of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimedthis Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or warrantyindemnity, 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 Seller. For the Sellersavoidance of doubt, on the Survival 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 Seller 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 warranties, covenants and indemnities of the Sellers Seller contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or indemnity (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 (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 Seller. For the Sellersavoidance of doubt, on the Survival 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 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 representations and warranties warranties, covenants and indemnities of the Sellers contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after from the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended except with respect to any representation representation, warranty, covenant or warranty as indemnity that survives for a longer period pursuant to which Purchaser shall have, on or before the expiration an express provision of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimedthis Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or warrantyindemnity, 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 warranties, covenants and indemnities of the Sellers each Seller contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a any Seller for breach of any such representation representation, warranty, covenant or warrantyindemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach (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 such Seller. For avoidance of doubt, on the SellersSurvival 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 other matters relating to this Agreement or any Closing Document, except solely for those matters that are then the subject of a Claim Notice delivered by Purchaser to such Seller on or prior to the Survival Date that is still pending on the Survival Date.

Survival of Purchaser’s Claims. The representations and warranties warranties, covenants and indemnities of the Sellers contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after from the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended except with respect to any representation representation, warranty, covenant or warranty as indemnity that survives for a longer period pursuant to which Purchaser shall have, on or before the expiration an express provision of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimedthis Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or warrantyindemnity, 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 WRIT MOB – Transaction IV 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 warranties, covenants and indemnities of the Sellers contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or indemnity (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 (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 of the Sellers contained in Section 7.2 shall survive only until the date that is nine (9) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof 55 ACTIVE/85729224.2 as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation or warranty, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach (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, 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.

Survival of Purchaser’s Claims. The Except as otherwise specifically set forth in this Agreement, the representations and warranties warranties, covenants and indemnities of the Sellers contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine twelve (912) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or warrantyindemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach (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 warranties, covenants and indemnities of the Sellers contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 legal proceeding based on such breach on or before the date that is twelve (12) months after the Closing Date (the "Survival Date, as above"), and limited to the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller Sellers for breach of any such representation representation, warranty, covenant or warrantyindemnity, whether known or unknown, with respect to which a written notice providing specific details of the alleged breach (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 Sellers. For the Sellersavoidance 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, Applicable Property Transferees, and/or 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 Sellers that is still pending on the Survival Date.

Survival of Purchaser’s Claims. The representations and warranties warranties, covenants and indemnities of the Sellers contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after from the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended except with respect to any representation representation, warranty, covenant or warranty as indemnity that survives for a longer period pursuant to which Purchaser shall have, on or before the expiration an express provision of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimedthis Agreement. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or warrantyindemnity, 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 WRIT MOB - Transaction III 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 warranties, covenants and indemnities of the Sellers contained herein or in Section 7.2 any Closing Document shall survive only until the date that is nine (9) months after the Closing Date (the “Survival Date”); provided, however, that the “Survival Date” shall be extended with respect to any representation or warranty as to which Purchaser shall have, on or before the expiration of such nine (9) month period, either (a) commenced a legal proceeding based on the breach thereof as of the date of Closing or (b) provided written notice to the Sellers of such a breach on or before the date that 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 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 the breach therein claimed. Any permitted Claim that Purchaser may have at any time against a Seller for breach of any such representation representation, warranty, covenant or indemnity (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 (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.