Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in SECTION 7.1 hereof shall survive Closing for a period of twelve (12) months. No claim for a breach of any representation or warranty of Seller shall be actionable or payable 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) 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 twelve (12) month period. Purchaser agrees to first seek recovery under any insurance policies, Operating Contracts and Leases prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, Operating Contracts or Leases. As used herein, the term "CAP" shall mean the total aggregate amount of $750,000.00. This SECTION 7.3 shall survive Closing.
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Samples: Purchase and Sale Contract (Behringer Harvard Short Term Opportunity Fund I Lp)
Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in SECTION 7.1 Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive the Closing for a period of twelve one hundred eighty (12180) monthsdays. No claim for a breach of any representation or warranty of Seller shall be actionable or payable 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 the Closing. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) 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 twelve one hundred eighty (12180) month periodday period and an action shall have been commenced by Purchaser against Seller within two hundred forty (240) days of the Closing. Purchaser agrees to first seek recovery under any insurance policies, Operating Contracts policies and Leases service contracts prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, Operating Contracts policies or Leasesservice contracts. As used herein, the term "CAPCap" shall mean the total aggregate amount of Four Hundred Seventy-Two Thousand Five Hundred Dollars ($750,000.00. This SECTION 7.3 shall survive Closing472,500.00), being five percent (5%) of the Purchase Price.
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Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in SECTION 7.1 Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of twelve one hundred eighty (12180) monthsdays. No claim for a breach of any representation or warranty of Seller shall be actionable or payable 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.0050,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) 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 twelve one hundred eighty (12180) month periodday period and an action shall have been commenced by Purchaser against Seller within two hundred forty (240) days of Closing. Purchaser agrees to first seek recovery under any insurance policies, Operating Contracts service contracts and Leases prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, Operating Contracts service contracts or Leases. As used herein, the term "CAPCap" shall mean the total aggregate amount of One Million Dollars ($750,000.00. This SECTION 7.3 shall survive Closing1,000,000).
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Samples: Sale Agreement (Arden Realty Inc)
Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in SECTION 7.1 Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive the Closing for a period of twelve one hundred eighty (12180) monthsdays. No claim for a breach of any representation or warranty of Seller shall be actionable or payable 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 the Closing. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) unless the valid claims for all such breaches collectively aggregate more than Fifty Twenty Thousand Dollars ($50,000.0020,000.00), in which event the full amount amount, from the first dollar, of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) 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 twelve one hundred eighty (12180) month periodday period and an action shall have been commenced by Purchaser against Seller within two hundred forty (240) days of the Closing. Purchaser agrees to first seek recovery under any insurance policies, Operating Contracts service contracts and Leases prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, Operating Contracts service contracts or Leases. As used herein, the term "CAPCap" shall mean the total aggregate amount of Three Hundred Fifty Thousand Dollars ($750,000.00. This SECTION 7.3 shall survive Closing350,000.00).
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Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in SECTION 7.1 hereof shall this Article 5, as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Article 9 hereof, will survive Closing for a period of twelve (12) monthsuntil September 29, 2006. No claim for a breach of any representation or warranty of Seller shall will 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty , (b) unless (a) the valid claims for all such breaches collectively aggregate more than One Hundred Fifty Thousand Dollars ($50,000.00150,000), in which event the full amount of such valid claims shall will be actionable, up to but not exceeding the amount of the Liability Cap (as defined in this Sectionbelow), and (bc) unless written notice containing a description of the specific nature of such breach shall will have been given by Purchaser to Seller prior to the expiration of said twelve (12) month periodon or before September 29, 2006 and an action will have been commenced by Purchaser against Seller on or before October 29, 2006. Purchaser agrees to first seek recovery under any insurance policies, Operating Contracts service contracts and Leases prior to seeking recovery from Seller, and Seller shall will not be liable to Purchaser if Purchaser's ’s claim is satisfied from such insurance policies, Operating Contracts service contracts or Leases. As used herein, the term "CAP" shall “Liability Cap” will mean the total aggregate amount of Two Million Dollars ($750,000.002,000,000). This SECTION 7.3 shall survive ClosingIn no event will Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement exceed the amount of the Liability Cap.
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Samples: Purchase and Sale Agreement (Hines Real Estate Investment Trust Inc)
Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in SECTION 7.1 Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of twelve one hundred eighty (12180) monthsdays. No claim for a breach of any representation or warranty of Seller shall be actionable or payable 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) unless the valid claims for all such breaches collectively aggregate more than Fifty Five Hundred Thousand Dollars ($50,000.00500,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) 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 twelve one hundred eighty (12180) month periodday period and an action shall have been commenced by Purchaser against Seller within two hundred forty (240) days of Closing. Purchaser agrees to first seek recovery under any insurance policies, Operating Contracts service contracts and Leases prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser's ’s claim is satisfied from such insurance policies, Operating Contracts service contracts or Leases. As used herein, the term "CAP" “Cap” shall mean the total aggregate amount of Five Million Dollars ($750,000.00. This SECTION 7.3 shall survive Closing5,000,000).
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