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 by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 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, (b) unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000), in which event the full amount of such claims shall be actionable, 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 and eighty (180) day period and an action shall have been commenced by Purchaser against Seller within ninety (90) days after the termination of the survival period provided for above in this Section 5.3. As used herein, the term “Cap” shall mean the total aggregate amount of 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 by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred and eighty twelve (18012) daysmonths. No post-closing claim made by Purchaser for a breach of any representation or warranty provision of this Agreement by 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 ClosingClosing (it being agreed that information that is set forth in due diligence materials provided to Purchaser by Seller or the Tenant Estoppel shall be deemed “known” to Purchaser), (b) unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand and No/100 Dollars ($50,000), in which event the full amount of such claims shall be actionable, 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 and eighty twelve (18012) day month period and an action shall have been commenced by Purchaser against Seller within ninety ten (9010) days after the termination of the survival period provided for above in this Section 5.3. Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from or under any service contracts or the Lease. As used herein, the term “Cap” shall mean the total aggregate amount of 3% One Million and No/100 Dollars ($1,000,000.00). The Cap shall not apply to claims for fraud or any breach by Seller of the Purchase Pricepost-closing obligations set forth in Sections 4.5 and 8.1. In no event shall Seller’s aggregate liability to Purchaser for Seller’s breach of any representation or warranty provision 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 by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, this Agreement shall survive Closing for a period of one hundred and eighty twelve (18012) daysmonths. No claim for a breach of any representation or warranty of Seller shall be actionable or payable after Closing unless each of the following conditions is satisfied: (a) if the breach in question results from or is based on a condition, state of facts or other matter which was not actually known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches breaches, if any, collectively aggregate more than Fifty Twenty Five Thousand and 00/100 Dollars ($50,00025,000), in which event the full total amount of such claims shall be actionable, 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 and eighty (180) day period and an action shall have been commenced by Purchaser against Seller within ninety (90) days after the termination of the survival period provided for above in this Section 5.312-month period. As used herein, the term “Cap” shall mean the total aggregate amount of 3% Eight Million Two Hundred Thousand and 00/100 Dollars ($8,200,000.00). All claims by Purchaser for losses due to Seller’s breach of any representation or warranty hereunder shall be made in accordance with the Purchase Priceterms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). In Notwithstanding any provision of this Agreement to the contrary, in no event shall (i) Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement Agreement, taken in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation or the certificate to be delivered by warranty of Seller at Closing pursuant to Section 4.2(g) hereof in this Agreement, exceed the amount of the Cap, or (ii) Seller be liable for any punitive, exemplary, statutory or treble damages or any incidental or consequential damages.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred and eighty six (1806) 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 which was actually known to Purchaser prior to ClosingClosing (it being agreed that information that is set forth in due diligence materials provided to Purchaser by Seller or any Tenant Estoppel shall be deemed “actually known” to Purchaser), (b) unless the valid claims for all such breaches and any breaches by the applicable Sellers under the Seller Affiliate Agreements collectively aggregate more than Fifty collectively aggregate more than One Hundred Thousand and No/100 Dollars ($50,000100,000.00), in which event the full amount of such claims shall be actionable, 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 and eighty six (1806) day month period and an action shall have been commenced by Purchaser against Seller within ninety ten (9010) days after the termination of the survival period provided for above in this Section 5.3. As used herein, the term “Cap” shall mean the total aggregate amount of 3% of the Purchase PriceTwo Million and No/100 Dollars ($2,000,000.00). In no event shall Seller’s, Company II’s, Company III’s and Company IX’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by applicable Sellers under the Seller at Closing pursuant to Section 4.2(g) hereof Affiliate Agreements, collectively 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 by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred and eighty six (1806) 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 which was actually known to Purchaser prior to ClosingClosing (it being agreed that information that is set forth in due diligence materials provided to Purchaser by Seller or any Tenant Estoppel shall be deemed “actually known” to Purchaser), (b) unless the valid claims for all such breaches and any breaches by the applicable Sellers under the Seller Affiliate Agreements collectively aggregate more than Fifty collectively aggregate more than One Hundred Thousand and No/100 Dollars ($50,000100,000.00), in which event the full amount of such claims shall be actionable, 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 and eighty six (1806) day month period and an action shall have been commenced by Purchaser against Seller within ninety ten (9010) days after the termination of the survival period provided for above in this Section 5.3. As used herein, the term “Cap” shall mean the total aggregate amount of 3% of the Purchase PriceTwo Million and No/100 Dollars ($2,000,000.00). In no event shall Seller’s, Company III’s, Company V’s and Company IX’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by applicable Sellers under the Seller at Closing pursuant to Section 4.2(g) hereof Affiliate Agreements, collectively 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 by the certificate of Seller to be delivered to Purchaser at Seller’s Closing in accordance with Section 4.2(g) hereofCertificate, shall survive Closing for a period of one hundred and eighty (1801) daysyear after Closing. 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 Fifty Five Thousand Dollars ($50,000)5,000.00) or more, in which event the full amount of such valid claims shall be actionable, up to but not exceeding the amount of the Cap (as defined below), 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 and eighty (1801) day year period and an action shall have been commenced by Purchaser against Seller within ninety eighteen (9018) days months after Closing. Seller shall not be liable to Purchaser to the termination of the survival period provided for above in this Section 5.3extent Purchaser’s claim is satisfied from any insurance policy, Service Contract or Lease. As used herein, the term “Cap” shall mean the total aggregate amount of 3% One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00). Except for matters of the Purchase Price. In fraud, in no event shall Seller’s aggregate liability to Purchaser for breach any and all breaches of any representation or warranty of Seller in this Agreement or the certificate to be delivered by Seller at Seller’s Closing pursuant to Section 4.2(g) hereof Certificate exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to damages or compensation for any and all such breaches in excess 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 by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred and eighty six (1806) 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 which was actually known to Purchaser prior to ClosingClosing (it being agreed that information that is set forth in due diligence materials provided to Purchaser by Seller or any Tenant Estoppel shall be deemed “actually known” to Purchaser), (b) unless the valid claims for all such breaches and any breaches by the applicable Sellers under the Seller Affiliate Agreements collectively aggregate more than Fifty collectively aggregate more than One Hundred Thousand and No/100 Dollars ($50,000100,000.00), in which event the full amount of such claims shall be actionable, 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 and eighty six (1806) day month period and an action shall have been commenced by Purchaser against Seller within ninety ten (9010) days after the termination of the survival period provided for above in this Section 5.3. As used herein, the term “Cap” shall mean the total aggregate amount of 3% of the Purchase PriceTwo Million and No/100 Dollars ($2,000,000.00). In no event shall Seller’s, Company II’s, Company V’s and Company IX’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by applicable Sellers under the Seller at Closing pursuant to Section 4.2(g) hereof Affiliate Agreements, collectively 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 by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred and eighty six (1806) 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 which was actually known to Purchaser prior to ClosingClosing (it being agreed that information that is set forth in due diligence materials provided to Purchaser by Seller or any Tenant Estoppel shall be deemed “actually known” to Purchaser), (b) unless the valid claims for all such breaches and any breaches by the applicable Sellers under the Seller Affiliate Agreements collectively aggregate more than Fifty collectively aggregate more than One Hundred Thousand and No/100 Dollars ($50,000100,000.00), in which event the full amount of such claims shall be actionable, 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 and eighty six (1806) day month period and an action shall have been commenced by Purchaser against Seller within ninety ten (9010) days after the termination of the survival period provided for above in this Section 5.3. As used herein, the term “Cap” shall mean the total aggregate amount of 3% of the Purchase PriceTwo Million and No/100 Dollars ($2,000,000.00). In no event shall Seller’s, Company II’s, Company III’s and Company V’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by applicable Sellers under the Seller at Closing pursuant to Section 4.2(g) hereof Affiliate Agreements, collectively 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 by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g4.2(b) 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, (b) unless the valid claims for or all such breaches collectively aggregate more than Fifty Thousand and No/100 Dollars ($50,00050,000.00), in which event the full amount of such claims shall be actionable, 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 and eighty (180) day period and an action shall have been commenced by Purchaser against Seller within ninety thirty (9030) days after the termination of the survival period provided for above in this Section 5.3. As used herein, the term “Cap” shall mean the total aggregate amount of 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(g4.2(b) hereof exceed the amount of the Cap. As used herein, the term “Cap” shall mean the total aggregate amount of Five Hundred Thousand and No/100 Dollars ($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 by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereof, shall survive Closing for a period of one hundred and eighty twelve (18012) 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 which was actually known to Purchaser prior to Closing, or (ii) anything that is expressly set forth in (A) any Tenant Estoppel, or (B) the other due diligence materials provided by Seller, (b) unless the valid claims for all such breaches collectively aggregate more than Fifty Twenty-Five Thousand and No/100 Dollars ($50,00025,000.00), in which event the full amount of such claims shall be actionable, 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 and eighty twelve (18012) day month period and an action shall have been commenced by Purchaser against Seller within ninety (90) days after the termination of the survival period provided for above in this Section 5.3. As used herein, the term “Cap” shall mean the total aggregate amount of 3% of the Purchase PriceOne Million and No/100 Dollars ($1,000,000.00). In no event shall Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or (excluding the certificate to be delivered by Seller at Closing pursuant to representations in Section 4.2(g5.1 (a),(e),(g) hereof and (l)) exceed the amount of the Cap.