Survival of Seller’s Representations. Seller and Purchaser agree that Seller's Representations shall survive Closing for a period of 6 months (the "Survival Period"). Seller shall have no liability after the Survival Period with respect to Seller's Representations contained herein except to the extent that Purchaser has requested arbitration against Seller during the Survival Period for breach of any of Seller's Representations. Under no circumstances shall Seller be liable to Purchaser for more than $150,000 in any individual instance or in the aggregate for all breaches of Seller's Representations, nor shall Purchaser be entitled to bring any claim for a breach of Seller's Representations unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser exceeds $5,000. In the event that Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such breach prior to the Closing Date, and elected to close regardless, Purchaser shall be deemed to have waived any right of recovery, and Seller shall not have any liability in connection therewith.
Survival of Seller’s Representations. Sellers and Purchaser agree that Seller’s Representations shall survive Closing of such Seller’s Property for a period of twelve (12) months (the “Survival Period”). No Seller shall have liability after the Survival Period with respect to any of its Seller’s Representations contained herein except to the extent that Purchaser has requested arbitration against such Seller during the Survival Period for breach of any of such Seller’s Representations. Each Seller shall be liable only for the breach of its own Seller’s Representations. Further, the liability for each Seller for breach of its Seller’s Representations shall be limited to, and capped at, Three Hundred Thousand Dollars ($300,000.00) for such Seller’s Property for which a breach of Seller’s Representations occurred, on a Property-by-Property basis if a Seller is selling more than one Property. Such cap on liability shall apply for any individual breach or in the aggregate for all breaches of such Seller’s Representations with respect to such Property. Purchaser shall not be entitled to bring any claim for a breach of Seller’s Representations unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser for a Property exceeds Five Thousand Dollars ($5,000.00). In the event that a Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such breach prior to the Closing Date, and elected to close regardless, Purchaser shall be deemed to have waived any right of recovery, and such Seller shall not have any liability in connection therewith.
Survival of Seller’s Representations. The representations and warranties made in this Agreement by each of the Sellers shall be continuing and shall be deemed remade by each of the Sellers as of the Closing Date, with the same force and effect as if made on, and as of, such date, subject to the Sellers right to update such representations and warranties by written notice to the Purchaser. All representations and warranties made in this Agreement by the Sellers shall survive the Closing for a period of one (1) year.
Survival of Seller’s Representations. Seller and Purchaser agree that Seller’s Representations shall survive Closing for a period of nine (9) months (the “Survival Period”). Seller shall have no liability after the Survival Period with respect to Seller’s Representations contained herein except to the extent that Purchaser has delivered notice to Seller during the Survival Period for breach of any of Seller’s Representations. Under no circumstances shall Seller be liable to Purchaser for more than $300,000.00 in any individual instance or in the aggregate for all representations, warranties, liabilities, covenants, indemnities and/or obligations of Seller under this Contract and/or any documents executed and delivered by Seller in connection with the Closing, including, without limitation, any breaches of Seller’s Representations, nor shall Purchaser be entitled to bring any claim for such matters unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser exceeds $25,000.00. In the event that Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such breach prior to the Closing Date, and elected to close regardless, Purchaser shall be deemed to have waived any right of recovery, and Seller shall not have any liability in connection therewith. To secure the Seller liability contemplated by this Section 6.3, Seller shall deposit a cash amount at Closing in escrow equal to $300,000.00 (the “Escrow Funds”) to be held by Escrow Agent pursuant to the terms of a post-closing escrow agreement in a form reasonably acceptable to Seller and Purchaser (the “Post-Closing Escrow Agreement”), which Post-Closing Escrow Agreement shall state that the Escrow Funds shall be made available to Purchaser on account of any liability with respect to Seller’s Representations contained herein to the extent Purchaser has delivered notice to Escrow Agent on or before the ninetieth (90th) day following the Closing Date, it being understood that if Purchaser fails to deliver such notice within such ninety-day period, Escrow Agent shall disburse the Escrow Funds to Seller; provided, however, that the failure to deliver such notice within such ninety-day period and/or the disbursement of the Escrow Funds to Seller shall not reduce, diminish or otherwise be deemed to reduce or diminish Purchaser’s right to pursue any action against Seller that is otherwise noticed during the Survival Period as otherwise contemplated by this Section 6.3.
Survival of Seller’s Representations. The Representations of Seller contained in Section 14(a) shall survive the Closing until the Survival Date set forth in Section 41 (Survival) hereof (the “Limitation Period”), subject to the provisions of Section 24 (Default by Purchaser or Seller). Each such Representation shall automatically be null and void and of no further force and effect following the expiration of the Limitation Period unless, on or prior to the expiration of the Limitation Period, Purchaser shall have provided Seller with a written notice (a “Notice of Breach”) of any alleged breach or failure of such Representation discovered after Closing and specifying in reasonable detail the nature of such breach. Purchaser shall commence any action, suit or proceeding with respect to any breach or failure that is the subject of a Notice of Breach, if at all, on or before the date that is sixty (60) days after expiration of the Limitation Period (the “Suit Deadline”). Seller acknowledges and agrees that the resolution of such action, suit or proceeding may not occur until after the expiration of the Limitation Period, and the Limitation Period shall be deemed to be tolled with respect to (and only with respect to) any alleged breach or failure of a Representation of which Seller receives a Notice of Breach before the expiration of the Limitation Period, provided Purchaser files an action, suit or proceeding with respect thereto prior to the Suit Deadline. Notwithstanding the foregoing, if Purchaser proceeds to Closing after Purchaser’s discovery of a breach or failure of a Representation, then Purchaser shall be deemed to have waived such breach.
Survival of Seller’s Representations. Except as otherwise specified, the representations and warranties made by Seller in this Agreement or pursuant hereto shall survive the Closing Date for a period of two (2) years, provided that Sections 3.13 and 3.15 shall survive the Closing Date for a period equal to the applicable statute of limitations and Section 3.05(b) shall survive without limitation as to time, and the representations and warranties made by Seller shall also survive and shall be unaffected by (and shall not be deemed waived by) any investigation, audit, appraisal, or inspection at any time made by or on behalf of Buyer.
Survival of Seller’s Representations. All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year.
Survival of Seller’s Representations. The representations and warranties made by Seller in this Agreement or pursuant hereto shall survive the Closing Date for a period of sixteen (16) months, and shall also survive and shall be unaffected by (and shall not be deemed waived by) any investigation, audit, appraisal, or inspection at any time made by or on behalf of Buyer, provided, however, that the representations and warranties made in Sections 3.5 and 3.6, and all other representations and warranties as they relate to the Excluded Assets or the non-Consulting Division portion of the Seller's business or any liability not expressly assumed by Buyer, shall survive indefinitely. However, a cause of action arising under any representation or warranty which terminates on the date which is sixteen (16) months after the Closing Date shall be preserved to the extent that notice of a Claim in accordance with Section 17.5 hereof shall have been delivered on or before such date to Seller.
Survival of Seller’s Representations. The representations of Seller set forth in this Paragraph 16 shall be deemed restated by the Seller at Closing and shall survive the Closing for period of six (6) months. With respect to each of the foregoing representations, “knowledge” or “know” and their variants means the actual knowledge of Xxxxxxx X. Xxxxxx and not any imputed or deemed awareness of facts and circumstances.
Survival of Seller’s Representations. The representations and warranties made by Seller in this Agreement or pursuant hereto shall survive the Closing Date and shall also survive and shall be unaffected by (and shall not be deemed waived by) any investigation, audit, appraisal, or inspection at any time made by or on behalf of Buyer, but shall, in any event, terminate on the first anniversary of the Closing Date.
