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 contained in this Agreement and in any Seller Certificate shall survive Closing and not be merged therein for a period of six months after Closing (the “Limitation Period”), and Seller shall only be liable to Buyer hereunder for a breach of any warranty or representation set forth in this Agreement with respect to which a claim is made by Buyer against Seller on or before the date that is six months after the Closing Date. Any provision in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller's warranties and representations set forth in this Agreement shall be limited to TWO HUNDRED FIFTY THOUSAND AND NO/100 U.S. Dollars (U.S. $250,000.00); provided, however, the foregoing shall not limit or restrict the limited warranties of title expressly set forth in the Deed or the Assignment and Assumption of Ground Lease. 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 to Buyer’s Knowledge (as defined below) such representation or warranty was untrue, inaccurate or incorrect at the time of Closing.

Survival of Seller’s Representations and Warranties. The representations representation and warranties warranty of Seller contained set forth in this Agreement and in any Seller Certificate Section 5.3 hereof shall survive Closing and not be merged therein for a period of six months after Closing one hundred eighty (the “Limitation Period”), and Seller shall only be liable to Buyer hereunder 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 Twenty-Five Thousand Dollars ($25,000), 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 eighty (180) day period and an action shall have been commenced by Purchaser against Seller within thirty (30) days after the termination of the survival period provided for above in this Section. Purchaser agrees to first seek recovery under any insurance policies, service contracts and Leases prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, service contracts or the Leases. As used herein, the term “Cap” shall mean the total aggregate amount of Five Hundred Thousand and No/100 Dollars ($500,000). In no event shall Seller’s aggregate liability to Purchaser under this Agreement for breach of any representation set forth or warranty of Seller in this Agreement with respect to which a claim is made or for any other breach by Buyer against Seller on or before the date that is six months after the Closing Date. Any provision in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller's warranties and representations set forth in this Agreement shall be limited to TWO HUNDRED FIFTY THOUSAND AND NO/100 U.S. Dollars (U.S. $250,000.00); provided, however, the foregoing shall not limit or restrict the limited warranties of title expressly set forth in the Deed or the Assignment and Assumption of Ground Lease. 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 any exceed the result amount of any of Seller's warranties or representations being untrue, inaccurate or incorrect if to Buyer’s Knowledge (as defined below) such representation or warranty was untrue, inaccurate or incorrect at the time of ClosingCap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller contained set forth in this Agreement and in any Seller Certificate Agreement, including, without limitation, Article 4 hereof, shall survive the Closing and not be merged therein for a period of six months after one hundred eighty (180) calendar days following the Closing Date (the “Limitation Survival Period”), and Seller shall only at which time they will be liable to Buyer hereunder 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 representation set forth 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 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 claim is made 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 on or before within sixty (60) days after delivery of notice of the date that is six months after the Closing Datealleged breach. Any provision in this Agreement to the contrary notwithstandingAs used herein, the maximum aggregate liability of Seller for breaches of Seller's warranties and representations set forth in this Agreement term “Cap” shall be limited to TWO HUNDRED FIFTY THOUSAND AND NO/100 U.S. mean One Hundred Thousand Dollars (U.S. $250,000.00); provided, however, the foregoing shall not limit or restrict the limited warranties of title expressly set forth 100,000.00) in the Deed or aggregate. In no event whatsoever shall Seller have any liability to Buyer in excess of the Assignment and Assumption of Ground Lease. Notwithstanding the foregoing, however, if Cap for any claims asserted after 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 for 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 to Buyer’s Knowledge (as defined below) such representation or warranty was untrue, inaccurate or incorrect at the time of Closingbreach.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement and the certifications contained in any Seller Tenant Lease Certificate shall survive Closing and not be merged therein for a period of six months after Closing (the “Limitation Period”)Closing, and Seller shall only be liable to Buyer hereunder for a breach of any warranty or representation set forth in this Agreement or for a breach of any certification in any Seller Tenant Lease Certificate with respect to which a claim is made by Buyer against Seller on or before the date that is six months after the Closing Date. Any provision in this Agreement to the contrary notwithstanding, the 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 be limited to TWO FIVE HUNDRED FIFTY THOUSAND AND NO/100 U.S. Dollars (U.S. $250,000.00500,000.00); provided, however, the foregoing shall not limit or restrict (i) the limited warranties of title expressly set forth in the Deed or the Assignment and Assumption of Ground LeaseLease (ii) or any nonfrivolous claim based on Seller’s fraud or intentional misrepresentation. 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 warranties, representations or representations certifications being untrue, inaccurate or incorrect if Buyer knew or is deemed to Buyer’s Knowledge (as defined below) have known that such representation representation, warranty or warranty certification was untrue, inaccurate or incorrect at the time of Closing.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement and in any Seller Certificate shall survive Closing and not be merged therein for a period of six months after Closing (the “Limitation Period”)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 with respect to which a claim is made by Buyer against Seller on or before the date that is six months after the Closing Date. Any provision in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller's warranties and representations set forth in this Agreement shall be limited to TWO HUNDRED FIFTY THOUSAND AND NO/100 U.S. Dollars (U.S. $250,000.00200,000.00); provided, however, the foregoing shall not limit or restrict the limited warranties of title expressly set forth in the Deed or the Assignment and Assumption of Ground Lease. 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 Buyer’s Knowledge (as defined below) have known that such representation or warranty was untrue, inaccurate or incorrect at the time of Closing.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller contained set forth in this Agreement and Section 5.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in any accordance with Section 4.2(h) hereof, as well as the Seller Certificate Tenant Lease Estoppel, Seller Ground Lease Estoppel, or Seller Bridge Estoppel if the same shall have been delivered pursuant to Section 4.6(d), (e) or (f), respectively, hereof, shall survive Closing and not be merged therein for a period of six (6) months from and after the Closing (the “Limitation Period”), and Seller shall only be liable to Buyer hereunder Date. No claim for a breach of any representation or warranty of Seller shall be actionable or representation set forth 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 ONE HUNDRED THOUSAND DOLLARS AND 00/HUNDREDS ($100,000.00), 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 in this Agreement with respect Section 5.3 below), and (c) unless written notice (a “Breach Notice”) containing a description of the specific nature of such breach shall have been given by Purchaser to which a claim is made Seller prior to the expiration of said six (6) month period and an action shall have been commenced by Buyer Purchaser against Seller on or before the date that is six within nine (9) months after the Closing Dateof Closing. Any provision in this Agreement to the contrary notwithstandingAs used herein, the maximum term “Cap” shall mean the total aggregate amount of FOUR MILLION DOLLARS AND 00/HUNDREDS ($4,000,000.00). In no event shall Seller’s aggregate liability of Seller for breaches of Seller's warranties and representations set forth in this Agreement shall be limited to TWO HUNDRED FIFTY THOUSAND AND NO/100 U.S. Dollars (U.S. $250,000.00); provided, however, the foregoing shall not limit or restrict the limited warranties of title expressly set forth in the Deed or the Assignment and Assumption of Ground Lease. 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, Purchaser 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 to Buyer’s Knowledge Closing Documents (as hereinafter defined belowin Section 9.2) such representation or warranty was untrue, inaccurate or incorrect at exceed the time amount of Closingthe Cap.