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

Survival of Seller’s Representations and Warranties. The Seller agrees to indemnify, defend and hold Buyer harmless against all losses, damages, suits, actions obligations, expenses, reasonable attorney’s fees, costs claims or liabilities (collectively, the “Claims”) (i) arising out of a breach of any representation or warranty of the Seller contained in this Agreement and (ii) for any Claims relating to the Property that arise prior to Closing. Buyer’s sole remedies with respect to the breach of any representation or warranty contained in this Agreement discovered by or disclosed to Buyer prior to Closing shall be those specified in Section 6.1. The Seller’s indemnity obligation relating to a breach of any representation or warranty under this Agreement shall survive for a period of twelve (12) months from the Closing Date (the “Indemnification Period”); provided, however, that (i) in no event shall the Seller be liable for any claim or claims made by Buyer for a breach of any representation or warranty under this Agreement unless the aggregate thereof is equal to or greater than $25,000.00 (the “Floor”), and (ii) the Seller’s liability for such claims shall not exceed $500,000.00 (the “Cap”).

Survival of Seller’s Representations and Warranties. The Seller agrees to indemnify, defend and hold Buyer harmless against all losses, damages, suits, actions obligations, expenses, reasonable attorney’s attorneys fees, costs claims or liabilities (collectively, the “Claims”) (i) arising out of a breach of any representation or warranty of the Seller contained in this Agreement and (ii) for any Claims relating to the Property that arise prior to Closing. Buyer’s sole remedies with respect to the breach of any representation or warranty contained in this Agreement discovered by or disclosed to Buyer prior to Closing shall be those specified in Section 6.1. The Seller’s indemnity obligation relating to a breach of any representation or warranty under this Agreement shall survive for a period of twelve (12) months from the Closing Date (the “Indemnification Period”); provided, however, that (i) in no event shall the Seller be liable for any claim or claims made by Buyer for a breach of any representation or warranty under this Agreement unless the aggregate thereof is equal to or greater than $25,000.00 (the “Floor”), and (ii) the Seller’s liability for such claims shall not exceed $500,000.00 (the “Cap”).

Survival of Seller’s Representations and Warranties. The Seller agrees to indemnify, defend and hold Buyer harmless against all losses, damages, suits, actions obligations, expenses, reasonable attorney’s attorneys’ fees, costs claims or liabilities (collectively, the “"Claims”) (i") arising out of a breach of any representation representation, warranty or warranty covenant of the Seller contained in this Agreement and (ii) for any Claims relating first discovered by or disclosed to Buyer following the Property that arise prior to Closing. Buyer’s 's sole remedies with respect to the breach of any representation representation, warranty or warranty covenant contained in this Agreement discovered by or disclosed to Buyer prior to Closing shall be those specified in this Section 6.14.2. The Seller’s 's indemnity obligation relating to a breach of any representation representation, warranty, or warranty covenant under this Agreement shall survive for a period of twelve (12) months from the Closing Date (the “"Indemnification Period”"); provided, however, that (i) in no event shall the Seller be liable for any claim or claims made by Buyer for a breach of any representation representation, warranty, or warranty covenant under this Agreement unless the aggregate thereof is equal to or greater than $25,000.00 (the “Floor”), 25,000.00. In no event shall Seller be liable for any consequential damages incurred or suffered by Buyer and (ii) the Seller’s liability in no event shall Seller be liable for such claims shall not exceed aggregate amounts in excess of $500,000.00 (the “Cap”)250,000.