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, including, without limitation, Article 4 hereof, shall survive the Closing for a period of one hundred eighty (180) calendar days following the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.12. No claim asserted after Closing 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 or disclosed or referenced in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all breaches with respect to the Property collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event only the amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.00) shall be actionable, up to the Cap (as defined in this Section 10.12), 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 the Survival Period and an action shall have been commenced and filed by Buyer against Seller within sixty (60) days after delivery of notice of the alleged breach. As used herein, the term “Cap” shall mean One Hundred Thousand Dollars ($100,000.00) in the aggregate. In no event whatsoever shall Seller have any liability to Buyer in excess of the Cap for any claims asserted after Closing for a breach.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in this AgreementSection 5.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereof, includingas well as the Seller Tenant Lease Estoppel, without limitationSeller Ground Lease Estoppel, Article 4 or Seller Bridge Estoppel if the same shall have been delivered pursuant to Section 4.6(d), (e) or (f), respectively, hereof, shall survive the Closing for a period of one hundred eighty six (1806) calendar days following months from and after the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.12Date. No claim asserted after Closing 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 or disclosed or referenced in this AgreementClosing, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (ab) unless the valid claims for all such breaches with respect to the Property collectively aggregate more than Fifty Thousand Dollars ONE HUNDRED THOUSAND DOLLARS AND 00/HUNDREDS ($50,000.00100,000.00), in which event only the full amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.00) shall be actionable, up to but not exceeding the amount of the Cap (as defined in this Section 10.125.3 below), and (bc) unless written notice (a “Breach 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 the Survival Period said six (6) month period and an action shall have been commenced and filed by Buyer Purchaser against Seller within sixty nine (609) days after delivery months of notice of the alleged breachClosing. As used herein, the term “Cap” shall mean One Hundred Thousand Dollars the total aggregate amount of FOUR MILLION DOLLARS AND 00/HUNDREDS ($100,000.00) in the aggregate4,000,000.00). In no event whatsoever shall Seller have any Seller’s aggregate liability to Buyer Purchaser under this Agreement or the Closing Documents (as hereinafter defined in excess Section 9.2) exceed the amount of the Cap for any claims asserted after Closing for a breachCap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth contained in this Agreement, including, without limitation, Article 4 hereof, Agreement and the certifications contained in any Seller Tenant Lease Certificate shall survive the Closing and not be merged therein for a period of one hundred eighty (180) calendar days following the Closing Date (the “Survival Period”)six months after Closing, at which time they will and Seller shall only be of no further force or effect except as hereinafter provided in this Section 10.12. No claim asserted after Closing liable to Buyer hereunder for a breach of any warranty or 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 or disclosed or referenced set forth in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment Agreement or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all breaches certification in any Seller Tenant Lease Certificate with respect to the Property collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event only the amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.00) shall be actionable, up to the Cap (as defined in this Section 10.12), 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 the Survival Period and an action shall have been commenced and filed claim is made by Buyer against Seller within sixty (60) days on or before the date that is six months after delivery of notice of the alleged breachClosing Date. As used hereinAny provision in this Agreement to the contrary notwithstanding, the term “Cap” maximum aggregate liability of Seller for breaches of Seller's warranties and representations set forth in this Agreement and for breaches of any Seller's certifications in any Seller Tenant Lease Certificate shall mean One Hundred Thousand be limited to FIVE HUNDRED THOUSAND AND NO/100 U.S. Dollars (U.S. $100,000.00500,000.00); provided, however, the foregoing shall not limit or restrict (i) the limited warranties of title expressly set forth in the aggregateDeed or the Assignment and Assumption of Ground Lease (ii) or any nonfrivolous claim based on Seller’s fraud or intentional misrepresentation. In no event whatsoever shall Notwithstanding the foregoing, however, if Closing occurs, Buyer hereby expressly waives, 3102/001/109971.10 relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise, to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement as the result of any of Seller's warranties, representations or certifications being untrue, inaccurate or incorrect if Buyer knew or is deemed to have any liability to Buyer in excess known that such representation, warranty or certification was untrue, inaccurate or incorrect at the time of the Cap for any claims asserted after Closing for a breachClosing.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth contained in this Agreement, including, without limitation, Article 4 hereof, Agreement and in any Seller Certificate shall survive the Closing and not be merged therein for a period of one hundred eighty (180) calendar days following the six months after Closing Date (the “Survival Limitation Period”), at which time they will and Seller shall only be of no further force or effect except as hereinafter provided in this Section 10.12. No claim asserted after Closing liable to Buyer hereunder for a breach of any warranty or 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 or disclosed or referenced set forth in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all breaches Agreement with respect to the Property collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event only the amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.00) shall be actionable, up to the Cap (as defined in this Section 10.12), 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 the Survival Period and an action shall have been commenced and filed claim is made by Buyer against Seller within sixty (60) days on or before the date that is six months after delivery of notice of the alleged breachClosing Date. As used hereinAny provision in this Agreement to the contrary notwithstanding, the term “Cap” maximum aggregate liability of Seller for breaches of Seller's warranties and representations set forth in this Agreement shall mean One Hundred Thousand be limited to TWO HUNDRED FIFTY THOUSAND AND NO/100 U.S. Dollars (U.S. $100,000.00) 250,000.00); provided, however, the foregoing shall not limit or restrict the limited warranties of title expressly set forth in the aggregateDeed or the Assignment and Assumption of Ground Lease. In no event whatsoever shall Notwithstanding the foregoing, however, if Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise, to make a claim against Seller have for damages that Buyer may incur, or to rescind this Agreement as the result of any liability of Seller's warranties or representations being untrue, inaccurate or incorrect if to Buyer in excess Buyer’s Knowledge (as defined below) such representation or warranty was untrue, inaccurate or incorrect at the time of the Cap for any claims asserted after Closing for a breachClosing.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in this Agreement, including, without limitation, Article 4 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 the Closing for a period of one hundred eighty six (1806) calendar days following months from and after the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.12Date. No claim asserted after Closing 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 or disclosed or referenced in this AgreementClosing, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (ab) unless the valid claims for all such breaches with respect to the Property collectively aggregate more than Fifty Thirty-Five Thousand and No/100ths Dollars ($50,000.0035,000.00) (the “Floor”), in which event only the full amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.00) shall be actionable, up to but not exceeding the amount of the Cap (as defined in this Section 10.125.3 below), 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 the Survival Period said six (6) month period and an action shall have been commenced and filed by Buyer Purchaser against Seller within sixty (60) days after delivery of notice of the alleged breachon or before December 30, 2018. As used herein, the term “Cap” shall mean One Five Hundred Thousand and No/100 Dollars ($100,000.00) in the aggregate500,000.00). In no event whatsoever shall Seller have any Seller’s aggregate liability to Buyer Purchaser for breach of any representation or warranty of Seller in excess 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. The Floor and the Cap for shall not be applicable to any claims asserted after Closing for a breachcredits and prorations under Section 4.4, Seller’s indemnity under Section 8.1 or Seller’s fraud.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement shall survive Closing and not be merged therein for a period of six months after Closing, and Seller shall only be liable to Buyer hereunder for a 3102/001/106725 breach of any warranty or representation set forth in this Agreement, including, without limitation, Article 4 hereof, shall survive the Closing for a period of one hundred eighty (180) calendar days following the Closing Date (the “Survival Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 10.12. No claim asserted after Closing 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 or disclosed or referenced in this Agreement, the documents delivered as part of the due diligence documentation, the Existing Title Policy, Existing Survey, Title Insurance Commitment or the Survey. Seller shall not have any liability to Buyer for a breach of any representation or warranty (a) unless the valid claims for all breaches Agreement with respect to the Property collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event only the amount of such valid claims in excess of Fifty Thousand Dollars ($50,000.00) shall be actionable, up to the Cap (as defined in this Section 10.12), 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 the Survival Period and an action shall have been commenced and filed claim is made by Buyer against Seller within sixty (60) days on or before the date that is six months after delivery of notice of the alleged breachClosing Date. As used hereinAny provision in this Agreement to the contrary notwithstanding, the term “Cap” maximum aggregate liability of Seller for breaches of Seller's warranties and representations set forth in this Agreement shall mean One Hundred Thousand be limited to TWO HUNDRED THOUSAND AND NO/100 U.S. Dollars (U.S. $100,000.00) 200,000.00); provided, however, the foregoing shall not limit or restrict the limited warranties of title expressly set forth in the aggregateDeed or the Assignment and Assumption of Ground Lease. In no event whatsoever shall Notwithstanding the foregoing, however, if Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise, to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement as the result of any of Seller's warranties or representations being untrue, inaccurate or incorrect if Buyer knew or is deemed to have any liability to Buyer in excess known that such representation or warranty was untrue, inaccurate or incorrect at the time of the Cap for any claims asserted after Closing for a breachClosing.