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 this Agreement 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 after Closing unless each of the following conditions is satisfied: (a) 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) the valid claims for all such breaches, if any, collectively aggregate more than Twenty Five Thousand and 00/100 Dollars ($25,000), in which event the total amount of such claims shall be actionable, and (c) 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 12-month period. As used herein, the term “Cap” shall mean the total aggregate amount of 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 terms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). 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, taken in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation or warranty of Seller 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 this Agreement Section 5.1 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 twelve six (126) monthsmonths from and after the Closing Date. 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, if any, breaches collectively aggregate more than Twenty Thirty-Five Thousand and 00/100 No/100ths Dollars ($25,00035,000.00) (the “Floor”), in which event the total full amount of such valid claims shall be actionable, up to but not exceeding the amount of the Cap (as defined in this Section 5.3 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 12-six (6) month periodperiod and an action shall have been commenced by Purchaser against Seller on or before December 30, 2018. As used herein, the term “Cap” shall mean the total aggregate amount of Eight Million Two Five Hundred Thousand and 00/100 No/100 Dollars ($8,200,000.00500,000.00). All claims by Purchaser for losses due to Seller’s breach of any representation or warranty hereunder shall be made in accordance with the terms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). Notwithstanding any provision of this Agreement to the contrary, in In no event shall (i) Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement, taken in Agreement or the aggregate with any other claims certificate to be delivered by Purchaser against Seller for each other breach of any representation or warranty of Seller in this Agreement, at Closing pursuant to Section 4.2(g) hereof exceed the amount of the Cap. The Floor and the Cap shall not be applicable to any credits and prorations under Section 4.4, Seller’s indemnity under Section 8.1 or (ii) Seller be liable for any punitive, exemplary, statutory or treble damages or any incidental or consequential damagesSeller’s fraud.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in this Agreement 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 twelve six (126) months. 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 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, if any, breaches and any breaches by the applicable Sellers under the Seller Affiliate Agreements collectively aggregate more than Twenty Five collectively aggregate more than One Hundred Thousand and 00/100 No/100 Dollars ($25,000100,000.00), in which event the total 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 12-six (6) month periodperiod and an action shall have been commenced by Purchaser against Seller within ten (10) 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 Eight Two Million Two Hundred Thousand and 00/100 No/100 Dollars ($8,200,000.002,000,000.00). All claims by Purchaser for losses due to Seller’s breach of any representation or warranty hereunder shall be made in accordance with the terms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). Notwithstanding any provision of this Agreement to the contrary, in In no event shall (i) 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 AgreementAgreement or the applicable Sellers under the Seller Affiliate Agreements, taken in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation or warranty of Seller in this Agreement, collectively 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 this Agreement Section 5.1 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 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, 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, if any, breaches collectively aggregate more than Twenty Twenty-Five Thousand and 00/100 No/100 Dollars ($25,00025,000.00), in which event the total 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 twelve (12-) month periodperiod 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 Eight One Million Two Hundred Thousand and 00/100 No/100 Dollars ($8,200,000.001,000,000.00). All claims by Purchaser for losses due to Seller’s breach of any representation or warranty hereunder shall be made in accordance with the terms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). Notwithstanding any provision of this Agreement to the contrary, in In no event shall (i) Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement, taken Agreement (excluding the representations in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation or warranty of Seller in this Agreement, Section 5.1 (a),(e),(g) and (l)) 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 this Agreement 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 twelve six (126) months. 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 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, if any, breaches and any breaches by the applicable Sellers under the Seller Affiliate Agreements collectively aggregate more than Twenty Five collectively aggregate more than One Hundred Thousand and 00/100 No/100 Dollars ($25,000100,000.00), in which event the total 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 12-six (6) month periodperiod and an action shall have been commenced by Purchaser against Seller within ten (10) 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 Eight Two Million Two Hundred Thousand and 00/100 No/100 Dollars ($8,200,000.002,000,000.00). All claims by Purchaser for losses due to Seller’s breach of any representation or warranty hereunder shall be made in accordance with the terms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). Notwithstanding any provision of this Agreement to the contrary, in In no event shall (i) 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 AgreementAgreement or the applicable Sellers under the Seller Affiliate Agreements, taken in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation or warranty of Seller in this Agreement, collectively 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 this Agreement 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 twelve six (126) months. 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 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, if any, breaches and any breaches by the applicable Sellers under the Seller Affiliate Agreements collectively aggregate more than Twenty Five collectively aggregate more than One Hundred Thousand and 00/100 No/100 Dollars ($25,000100,000.00), in which event the total 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 12-six (6) month periodperiod and an action shall have been commenced by Purchaser against Seller within ten (10) 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 Eight Two Million Two Hundred Thousand and 00/100 No/100 Dollars ($8,200,000.002,000,000.00). All claims by Purchaser for losses due to Seller’s breach of any representation or warranty hereunder shall be made in accordance with the terms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). Notwithstanding any provision of this Agreement to the contrary, in In no event shall (i) 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 AgreementAgreement or the applicable Sellers under the Seller Affiliate Agreements, taken in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation or warranty of Seller in this Agreement, collectively 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 this Agreement 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 twelve six (126) months. 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 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, if any, breaches and any breaches by the applicable Sellers under the Seller Affiliate Agreements collectively aggregate more than Twenty Five collectively aggregate more than One Hundred Thousand and 00/100 No/100 Dollars ($25,000100,000.00), in which event the total 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 12-six (6) month periodperiod and an action shall have been commenced by Purchaser against Seller within ten (10) 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 Eight Two Million Two Hundred Thousand and 00/100 No/100 Dollars ($8,200,000.002,000,000.00). All claims by Purchaser for losses due to Seller’s breach of any representation or warranty hereunder shall be made in accordance with the terms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). Notwithstanding any provision of this Agreement to the contrary, in In no event shall (i) 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 AgreementAgreement or the applicable Sellers under the Seller Affiliate Agreements, taken in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation or warranty of Seller in this Agreement, collectively 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 this Agreement Section 5.1 as updated by Seller’s Closing Certificate, shall survive Closing for a period of twelve one (121) monthsyear after Closing. 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, if any, breaches collectively aggregate more than Twenty Five Thousand and 00/100 Dollars ($25,000)5,000.00) or more, in which event the total 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 12-month periodone (1) year period and an action shall have been commenced by Purchaser against Seller within eighteen (18) months after Closing. Seller shall not be liable to Purchaser to the extent 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 Eight One Million Two Five Hundred Thousand and 00/100 No/100 Dollars ($8,200,000.001,500,000.00). All claims by Purchaser Except for losses due to Seller’s breach matters of any representation or warranty hereunder shall be made in accordance with the terms of Section 9.4 and the Holdback Escrow Agreement (as hereinafter defined). Notwithstanding any provision of this Agreement to the contraryfraud, in no event shall (i) Seller’s aggregate liability to Purchaser for breach any and all breaches of any representation or warranty of Seller in this Agreement, taken in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation Agreement or warranty of Seller in this Agreement, Seller’s Closing Certificate exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to damages or (ii) Seller be liable compensation for any punitive, exemplary, statutory or treble damages or any incidental or consequential damagesand all such breaches in excess of the Cap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in this Agreement 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 twelve (12) months. 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 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 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, if any, breaches collectively aggregate more than Twenty Five Fifty Thousand and 00/100 No/100 Dollars ($25,00050,000), in which event the total 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 twelve (12-) month periodperiod and an action shall have been commenced by Purchaser against Seller within ten (10) 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 Eight One Million Two Hundred Thousand and 00/100 No/100 Dollars ($8,200,000.001,000,000.00). All The Cap shall not apply to claims for fraud or any breach by Purchaser for losses due to Seller’s breach Seller of any representation or warranty hereunder shall be made the post-closing obligations set forth in accordance with the terms of Section 9.4 Sections 4.5 and the Holdback Escrow Agreement (as hereinafter defined)8.1. Notwithstanding any provision of this Agreement to the contrary, in In no event shall (i) Seller’s aggregate liability to Purchaser for Seller’s breach of any representation provision of this Agreement or warranty of the certificate to be delivered by Seller in this Agreement, taken in the aggregate with any other claims by Purchaser against Seller for each other breach of any representation or warranty of Seller in this Agreement, at Closing pursuant to Section 4.2(g) hereof 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.