Common use of Survival of Seller’s Representations and Warranties Clause in Contracts

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in 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 one hundred eighty (180) days. 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 (a) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Thousand Dollars ($500,000), 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 one hundred eighty (180) day 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, 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, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five Million Dollars ($5,000,000).

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in 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 one hundred eighty (180) days. 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 (a) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Fifty Thousand Dollars ($500,00050,000), 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 one hundred eighty (180) day 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, 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, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five One Million Dollars ($5,000,0001,000,000).

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in 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 one hundred eighty (180) days. 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 (a) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Thousand Dollars ($500,000500,000.00), 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 one hundred eighty (180) day 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, 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, service contracts or LeasesLeases (such 240 day limit to be tolled during any time that Purchaser is diligently pursuing an action with respect to the matter but against a party other than Seller). As used herein, the term "Cap" shall mean the total aggregate amount of Five Million Dollars ($5,000,000)37,500,000.00.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof as updated as by the certificate of the Seller to be delivered to Purchaser at Closing in accordance with the terms of this AgreementSection 4.2(e) hereof, shall survive Closing for a period of one hundred eighty (1801) daysyear. 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Ten Thousand Dollars ($500,00010,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (bc) 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 (1801) day year period and an action shall have been commenced by Purchaser against Seller within two hundred forty sixty (24060) days after the termination of Closing. Purchaser agrees to first seek recovery under any insurance policies, 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, service contracts or Leasesthe survival period provided for above in this Section 5.3. As used herein, the term "“Cap" ” shall mean $240,000. In no event shall Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the total aggregate certificate to be delivered by Seller at Closing pursuant to Section 4.2(e) hereof exceed the amount of Five Million Dollars ($5,000,000)the Cap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in 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 one hundred eighty (180) days. 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 (a) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Twenty Thousand Dollars ($500,00020,000.00), 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 one hundred eighty (180) day 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, 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, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five Million Three Hundred Fifty Thousand Dollars ($5,000,000350,000.00).

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof hereof, as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one hundred eighty six (1806) daysmonths. 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 Buyer prior to Closing, if Buyer elects to consummate the transactions described herein with such knowledge. Seller shall have no liability to Purchaser Buyer for a breach of any representation or warranty unless (a) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Ten Thousand Dollars ($500,00010,000.00), 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 Buyer to Seller prior to the expiration of said one hundred eighty (180) day six-month period and an action shall have been commenced by Purchaser Buyer against Seller within two hundred forty (240) days six months of Closing. Purchaser Buyer agrees to first seek also use commercially reasonable efforts to obtain recovery under any applicable insurance policies, service contracts and Leases prior to seeking recovery from Sellerand/or Leases, and Seller shall not be liable to Purchaser if PurchaserBuyer to the extent Buyer's claim is satisfied from such insurance policies, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five Million Two Hundred and Fifty Thousand Dollars ($5,000,000250,000.00).

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 SECTION 7.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one hundred eighty twelve (18012) daysmonths. 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 Five Hundred Fifty Thousand Dollars ($500,00050,000.00), 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 one hundred eighty twelve (18012) day period and an action shall have been commenced by Purchaser against Seller within two hundred forty (240) days of Closingmonth period. Purchaser agrees to first seek recovery under any insurance policies, service contracts 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, service contracts Operating Contracts or Leases. As used herein, the term "CapCAP" shall mean the total aggregate amount of Five Million Dollars ($5,000,000)750,000.00. This SECTION 7.3 shall survive Closing.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof as updated as by the certificate of the Seller to be delivered to Purchaser at Closing in accordance with the terms of this AgreementSection 4.2(g) hereof, shall survive Closing for a period of one hundred and 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Fifty Thousand Dollars ($500,00050,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (bc) 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 and eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred forty ninety (24090) days after the termination of Closing. Purchaser agrees to first seek recovery under any insurance policies, 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, service contracts or Leasesthe survival period provided for above in this Section 5.3. As used herein, the term "“Cap" ” shall mean the total aggregate amount of Five Million Dollars ($5,000,000)3% of the Purchase Price. In no event shall Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by Seller at Closing pursuant to Section 4.2(g) hereof exceed the amount of the Cap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in 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 one hundred eighty (180) days. 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 (a) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Thousand Dollars ($500,000500,000.00), 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 one hundred eighty (180) day 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, 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, service contracts or LeasesLeases (such 240 day limit to be tolled during any time that Purchaser is diligently pursuing an action with respect to the matter but against a party other than Seller). As used herein, the term "Cap" shall mean the total aggregate amount of Five Million Dollars ($5,000,000)12,500,000.00.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof as updated as by the certificate of the Seller to be delivered to Purchaser at Closing in accordance with the terms of this AgreementSection 4.2(g) hereof, shall survive Closing for a period of one hundred eighty (180) daysyear. 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than Five Two Hundred Fifty Thousand Dollars ($500,000250,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (bc) 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 year period and an action shall have been commenced by Purchaser against Seller within two hundred forty (240) days eighteen months of Closing. Purchaser agrees to first seek recovery under any insurance policiesNotwithstanding the foregoing, service contracts and Leases prior to seeking recovery from Seller, and Seller the limitations set forth in clause (b) above shall not be liable apply to Purchaser if Purchaser's a breach of the representation and warranty contained in Section 5.1(j) or to any claim is satisfied from such insurance policies, service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five Million Dollars ($5,000,000)under a Seller Estoppel.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in 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 one hundred eighty (180) days. 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 (a) unless the valid claims for all such breaches collectively aggregate more than Five Two Hundred Thousand Dollars ($500,000200,000.00), 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 one hundred eighty (180) day 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, 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 any insurance policies, service contracts or Leases; provided, however, Purchaser shall not be required to exhaust such other potential sources of remedies prior to seeking recovery from Seller. As used herein, the term "Cap" shall mean the total aggregate amount of Five Two Million and 00/100 Dollars ($5,000,0002,000,000.00).

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof 5.1, as updated as by the certificate of the Seller to be delivered to Purchaser at Closing in accordance with the terms of this AgreementSection 4.2(b) hereof, 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty , (ab) unless the valid claims for or all such breaches collectively aggregate more than Five Hundred Fifty Thousand and No/100 Dollars ($500,00050,000.00), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (bc) 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 forty thirty (24030) days after the termination of Closingthe survival period provided for above in this Section 5.3. Purchaser agrees to first seek recovery under any insurance policies, service contracts and Leases prior to seeking recovery from In no event shall Seller, and Seller shall not be liable ’s aggregate liability to Purchaser if Purchaser's claim is satisfied from such insurance policies, service contracts for breach of any representation or Leaseswarranty of Seller in this Agreement or the certificate to be delivered by Seller at Closing pursuant to Section 4.2(b) hereof exceed the amount of the Cap. As used herein, the term "“Cap" ” shall mean the total aggregate amount of Five Million Hundred Thousand and No/100 Dollars ($5,000,000500,000.00).

Survival of Seller’s Representations and Warranties. The representations representation and warranties warranty of Seller set forth in Section 5.1 5.3 hereof as updated as of the Closing in accordance with the terms of this Agreement, 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Hundred Thousand Dollars ($500,00025,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (bc) 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 forty thirty (24030) days after the termination of Closingthe survival period provided for above in this Section. Purchaser agrees to first seek recovery under any insurance policies, 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, service contracts or the Leases. As used herein, the term "“Cap" ” shall mean the total aggregate amount of Five Million Hundred Thousand and No/100 Dollars ($5,000,000500,000). In no event shall Seller’s aggregate liability to Purchaser under this Agreement for breach of any representation or warranty of Seller in this Agreement or for any other breach by Seller under this Agreement for any exceed the amount of the Cap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof as updated as by the certificate of the Seller to be delivered to Purchaser at Closing in accordance with the terms of this AgreementSection 4.2(g) hereof, 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Thousand Dollars fifty thousand dollars ($500,00050,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (bc) 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 forty thirty (24030) days after the termination of Closingthe survival period provided for above in this Section 5.3. Purchaser agrees to first seek recovery under any insurance policies, service contracts and Leases 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, service contracts or Leasesthe Lease. As used herein, the term "“Cap" ” shall mean the total aggregate amount of Five Million Dollars one million dollars ($5,000,0001,000,000). In no event shall Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by Seller at Closing pursuant to Section 4.2(g) hereof exceed the amount of the Cap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof 5.1, as updated as by the certificate of the Seller to be delivered to Purchaser at Closing in accordance with the terms of this AgreementSection 4.2(f), shall survive Closing for a period of one hundred eighty nine (1809) daysmonths. 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 of which Purchaser has notice under the further provisions of this Section 5, or which otherwise was known to Purchaser prior to Closing. Seller shall have no liability to Purchaser for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Fifty Thousand and No/100 Dollars ($500,00050,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (bc) 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 nine (1809) day month period and an action shall have been commenced by Purchaser against Seller within two hundred forty thirty (24030) days after the termination of Closingthe survival period provided for above in this Article 5. Purchaser agrees to first seek recovery under any insurance policies, policies or 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, policies or service contracts or Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five Million Dollars ($5,000,000)contracts.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall Article 5 will survive Closing for a period of one hundred eighty (180) days. 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 , (ab) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Thousand Dollars ($500,000)25,000, 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 one hundred eighty (180) day period and an action shall have has been commenced filed in a court of competent jurisdiction by Purchaser against Seller within two hundred forty one (2401) days year of Closing. Purchaser agrees to first seek recovery under any insurance policies, 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, service contracts or Leases. As used herein, the term "“Liability Cap" shall ” will mean the total aggregate amount of Five Million Dollars five hundred thousand dollars ($5,000,000500,000). In 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. The Liability Cap does not include reasonable attorney’s fees and costs of litigation.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in 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 one hundred eighty (180) days. 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 (a) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Fifty Thousand Dollars ($500,00050,000.00), 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 one hundred eighty (180) day 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, policies and 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, policies or service contracts or Leasescontracts. As used herein, the term "Cap" shall mean the total aggregate amount of Four Hundred Seventy-Two Thousand Five Million Hundred Dollars ($5,000,000472,500.00), being five percent (5%) of the Purchase Price.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in 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 one hundred eighty (180) days. 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 (a) unless the valid claims for all such breaches collectively aggregate more than Five Hundred Thousand Dollars ($500,000), 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 one hundred eighty (180) day 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, 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, service contracts or Leases. As used herein, the term "“Cap" ” shall mean the total aggregate amount of Five Million Dollars ($5,000,000).