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 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 nine (9) 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 unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event the 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 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 nine (9) month period and any action shall have been commenced by Buyer against Seller within eleven (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 nine eight (9) 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 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 of any representations or warranties collectively aggregate more than Fifty One Hundred Thousand Dollars ($50,000.00100,000), in which event the amount of such valid claims in excess of Fifty One Hundred Thousand Dollars ($50,000.00100,000) shall be actionable, up to the Maximum and (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 nine eight (9) 8) month period and any action shall have been commenced by Buyer against Seller within eleven ten (1110)

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 nine twelve (912) 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 Fifty One Hundred Thousand Dollars ($50,000.00100,000.00), in which event the amount of such valid claims in excess of Fifty One Hundred Thousand Dollars ($50,000.00100,000.00) 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 nine twelve (912) month period and any action shall have been commenced by Buyer against Seller within eleven fourteen (1114)

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 nine six (96) 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 Fifty One Hundred Thousand Dollars ($50,000.00100,000), 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 nine six (96) month period and any action shall have been commenced by Buyer against Seller within eleven eight (11)8)

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 11.2 hereof (5.1 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 nine ninety (990) 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 actually 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) the valid claims for all such breaches collectively aggregate more than Fifty Ten Thousand Dollars ($50,000.0010,000.00), 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 Cap (as defined in this Section), and unless (b) 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 nine ninety (990) month day period and any an action shall have been commenced by Buyer against Seller within eleven ninety (1190)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 hereof (5.1 as such may have been updated as by the certificate of the Seller to be delivered to Purchaser at Closing in accordance with Section 16.34.2(h) in accordance with hereof and the terms of this Agreementcontained in any Seller Estoppel delivered to Purchaser, shall survive Closing for a period of nine one hundred eighty (9180) 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 actually known to Buyer Purchaser prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or warranty , (b) unless the valid claims for all such breaches collectively aggregate more than Two Hundred Fifty Thousand Dollars ($50,000.00250,000), 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 and (as defined in this Section), and c) 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 nine one hundred eight (9180) 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 eleven two hundred ten (11)210) days of Closing.

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 16.317.3) in accordance with the terms of this Agreement, shall survive Closing for a period of nine twelve (912) 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 unless and until the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.0050,000) (including all claims arising in relation to the King Street Agreement and the 601 Agreement), in which event the amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.0050,000) shall be actionable, up to the Maximum (as defined in this Section), and 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 nine twelve (912) month period and any action shall have been commenced by Buyer against Seller within eleven fourteen (1114)

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 nine six (96) 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 Fifty One Hundred Thousand Dollars ($50,000.00100,000), in which event the amount of such valid claims in excess of Fifty One Hundred Thousand Dollars ($50,000.00100,000) 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 nine six (96) month period and any action shall have been commenced by Buyer against Seller within eleven eight (11)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 16.317.3) in accordance with the terms of this Agreement, shall survive Closing for a period of nine twelve (912) 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 unless and until the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.0050,000) (including all claims arising in relation to the King Street Agreement and 625 Agreement), in which event the amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.0050,000) shall be actionable, up to the Maximum (as defined in this Section), and 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 nine twelve (912) month period and any action shall have been commenced by Buyer against Seller within eleven fourteen (1114)

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 11.2 hereof (this Article IV, as such may have been updated as by the certificate of the Seller to be delivered to Buyer at Closing in accordance with Section 16.37.2(k) in accordance with the terms of this Agreementhereof, shall survive Closing for a period of nine six (96) 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 as of any representation or warranty unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event the 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)Closing Date, and 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 nine (9) six-month period and any an action shall have been commenced by Buyer against Seller within eleven eight (11)8) months after Closing. Notwithstanding the foregoing, if Buyer knew at Closing that a representation or warranty contained in this Article IV was not true at Closing and Buyer nonetheless elected to proceed with the Closing, Buyer shall not have any right to make a claim hereunder for a breach of such representation or warranty. Notwithstanding anything herein to the contrary, Seller shall in no event have any liability for breach of any representation, warranty, indemnity or covenant herein or in any closing document in excess of $500,000 in the aggregate.