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 11.2 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of six (6) 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 Buyer prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all such breaches collectively aggregate more than One Hundred Thousand Dollars ($100,000), in which event the full amount of such valid claims shall be actionable, up to the Maximum (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 Buyer to Seller prior to the expiration of said six (6) month period and any action shall have been commenced by Buyer against Seller within eight (8)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 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(g) hereof, shall survive Closing for a period of six (6) monthsone year. 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 Buyer Purchaser prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than One Two Hundred Fifty Thousand Dollars ($100,000250,000), in which event the full amount of such valid claims shall be actionable, up to the Maximum (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 Buyer Purchaser to Seller prior to the expiration of said six (6) month one year period and any an action shall have been commenced by Buyer Purchaser against Seller within eight eighteen months of Closing. Notwithstanding the foregoing, the limitations set forth in clause (8)b) above shall not apply to a breach of the representation and warranty contained in Section 5.1(j) or to any claim under a Seller Estoppel.

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 11.2 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(g) hereof, shall survive Closing for a period of six one (61) monthsyear. 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 Buyer Purchaser prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than One Two Hundred Fifty Thousand Dollars ($100,000250,000), in which event the full amount of such valid claims (subject to the following limitation) shall be actionable, up to the Maximum (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 Buyer Purchaser to Seller prior to the expiration of said six one (61) month year period and any an action shall have been commenced by Buyer Purchaser against Seller within eight eighteen (8)18)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 12.2 hereof (as such may have been updated as of the Closing in accordance with Section 17.3) in accordance with the terms of this Agreement, shall survive Closing for a period of six twelve (612) 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 facts, or other matter matter, which was actually known to Buyer prior to the Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty (a) unless and until the valid claims for all such breaches collectively aggregate more than One Hundred Fifty Thousand Dollars ($100,00050,000) (including all claims arising in relation to the King Street Agreement and the 601 Agreement), in which event the full amount of such valid claims in excess of Fifty Thousand Dollars ($50,000) shall be actionable, up to the Maximum (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 Buyer to Seller prior to the expiration of said six twelve (612) month period and any action shall have been commenced by Buyer against Seller within eight fourteen (8)14)

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 11.2 hereof 5.1 hereof, as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of six ninety (690) 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 Buyer prior to Closing, if Buyer elects to consummate the transactions described herein with such knowledge. Seller shall have no liability to Buyer for a breach of any representation or warranty unless (a) unless the valid claims for all such breaches collectively aggregate more than One Hundred Ten Thousand Dollars ($100,00010,000.00), in which event the full amount of such valid claims shall be actionable, up to the Maximum 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 Buyer to Seller prior to the expiration of said six ninety (690) month day period and any an action shall have been commenced by Buyer against Seller within eight ninety (8)90)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 hereof (as such may have been updated as of the Closing in accordance with Section 16.3) in accordance with the terms of this Agreement, shall survive Closing for a period of six nine (69) 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 actually known to Buyer prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all such breaches collectively aggregate more than One Hundred Fifty Thousand Dollars ($100,00050,000.00), in which event the full amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.00) shall be actionable, up to the Maximum (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 Buyer to Seller prior to the expiration of said six nine (69) month period and any action shall have been commenced by Buyer against Seller within eight eleven (8)11)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 hereof (as such may have been updated as of the Closing in accordance with Section 16.3) in accordance with the terms of this Agreement, shall survive Closing for a period of six (6) 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 Buyer prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all such breaches collectively aggregate more than One Hundred Thousand Dollars ($100,000), in which event the full amount of such valid claims in excess of One Hundred Thousand Dollars ($100,000) shall be actionable, up to the Maximum (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 Buyer to Seller prior to the expiration of said six (6) month period and any action shall have been commenced by Buyer against Seller within eight (8)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 12.2 hereof (as such may have been updated as of the Closing in accordance with Section 17.3) in accordance with the terms of this Agreement, shall survive Closing for a period of six twelve (612) 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 facts, or other matter matter, which was actually known to Buyer prior to the Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty (a) unless and until the valid claims for all such breaches collectively aggregate more than One Hundred Fifty Thousand Dollars ($100,00050,000) (including all claims arising in relation to the King Street Agreement and 625 Agreement), in which event the full amount of such valid claims in excess of Fifty Thousand Dollars ($50,000) shall be actionable, up to the Maximum (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 Buyer to Seller prior to the expiration of said six twelve (612) month period and any action shall have been commenced by Buyer against Seller within eight fourteen (8)14)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 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 six one (61) monthsyear. 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 Buyer Purchaser prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than One Hundred Ten Thousand Dollars ($100,00010,000), in which event the full amount of such valid claims shall be actionable, up to the Maximum (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 Buyer Purchaser to Seller prior to the expiration of said six one (61) month year period and any an action shall have been commenced by Buyer Purchaser against Seller within eight sixty (8)60) days after the termination of the 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 certificate to be delivered by Seller at Closing pursuant to Section 4.2(e) hereof exceed the amount of the Cap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 hereof (as such may have been updated as of the Closing in accordance with Section 16.3) in accordance with the terms of this Agreement, shall survive Closing for a period of six twelve (612) 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 Buyer prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all such breaches collectively aggregate more than One Hundred Thousand Dollars ($100,000100,000.00), in which event the full amount of such valid claims in excess of One Hundred Thousand Dollars ($100,000.00) shall be actionable, up to the Maximum (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 Buyer to Seller prior to the expiration of said six twelve (612) month period and any action shall have been commenced by Buyer against Seller within eight fourteen (8)14)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 hereof (as such may have been updated as of the Closing in accordance with Section 16.3) in accordance with the terms of this Agreement, shall survive Closing for a period of six eight (6) 8) 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 Buyer prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all such breaches of any representations or warranties collectively aggregate more than One Hundred Thousand Dollars ($100,000), in which event the full amount of such valid claims in excess of One Hundred Thousand Dollars ($100,000) shall be actionable, up to the Maximum (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 Buyer to Seller prior to the expiration of said six eight (6) 8) month period and any action shall have been commenced by Buyer against Seller within eight ten (8)10)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 hereof 5.1 as updated as by the certificate of the Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereof and the terms of this Agreementcontained in any Seller Estoppel delivered to Purchaser, shall survive Closing for a period of six one hundred eighty (6180) monthsdays. 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 Buyer Purchaser prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty , (ab) unless the valid claims for all such breaches collectively aggregate more than One Two Hundred Fifty Thousand Dollars ($100,000250,000), in which event the full amount of such valid claims shall be actionable, up to the Maximum (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 Buyer Purchaser to Seller prior to the expiration of said six one hundred eight (6180) month day period (or such other period specifically provided for herein) and any an action shall have been commenced by Buyer Purchaser against Seller within eight two hundred ten (8)210) days of Closing.