SURVIVAL OF SELLER REPRESENTATIONS Sample Clauses

SURVIVAL OF SELLER REPRESENTATIONS. Except as otherwise set forth in this Section 5.1, (a) the representations and warranties of the Seller set forth in Section 2 (except that representation that is specifically referenced in subsection (b) below) shall expire at 11:59 p.m. (PST) on the twelve-month anniversary of the Closing Date, and (b) the representation of the Seller set forth in Section 2.4(a)(iii) shall expire on the 10 year anniversary of the Closing Date. Notwithstanding anything to the contrary contained herein, if a claim notice relating to any representation or warranty set forth in any of the provisions of Section 2 is given to the Seller on or prior to the expiration date for such representation or warranty, then, notwithstanding anything to the contrary contained in this Section 5.1, such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as any breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of the Seller and the Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.
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SURVIVAL OF SELLER REPRESENTATIONS. (a) The representations, warranties, obligations and covenants of the Seller shall survive for a period of one (1) year following the Closing Date and all indemnification obligations of the Seller set forth in this Agreement shall expire on the one (1) year anniversary of the date hereof (the "Expiration Date"); PROVIDED, HOWEVER, that if, at any time prior to the Expiration Date, any Seller Indemnitee acting in good faith delivers to Seller a written notice alleging the existence of an inaccuracy of a representation or warranty or the Breach of a covenant made by Seller and asserting a claim for recovery under this Section 6.1 based upon such inaccuracy or Breach, then the claim asserted in such notice shall survive the Expiration Date until such time as the claim is fully and finally resolved.
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Related to SURVIVAL OF SELLER REPRESENTATIONS

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Seller Representations Seller hereby represents and warrants that:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Survival of Purchaser’s Representations and Warranties The representations and warranties of Purchaser set forth in Section 5.3 shall survive Closing for a period of one (1) year after Closing, unless notice setting forth a specific claim under any such representation or warranty shall be given to Purchaser within that period, in which case such representation or warranty shall survive until such claim is finally and fully resolved.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Buyer Representations and Warranties The Buyer represents and warrants to the Company and Seller that:

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

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