Common use of Surviving Representations Clause in Contracts

Surviving Representations. 10.3.1 In the event after the Closing, Cedar (subject to the survival periods provided in Article IV) alleges that the Owners breached a representation made in Article IV hereof that survives the Closing (a "Surviving Representation"), as indicated in a written notice delivered by Cedar to the Owners, which notice shall indicate the amount of loss, cost, expense or damage suffered by Cedar, Owners shall, subject to their rights pursuant to Section 10.3.3, promptly pay to Cedar (without any capital account credit on account thereof), the amount of the loss, cost, expense or damage (other than consequential, incidental, exemplary, or punitive damage) suffered as a result of such breach by the Owners. 10.3.2 In the event after the Closing, the Owners (subject to the survival periods provided in Article IV) allege that Cedar shall have breached a Surviving Representation, as indicated in a written notice delivered by the Owners to Cedar, which notice shall indicate the amount of loss, cost, expense or damage suffered by the Owners as a result thereof, then, in such case, Cedar shall, subject to its rights pursuant to Section 10.3.3, promptly pay to the Owners (without any capital account credit to Cedar on account thereof), the amount of the loss, cost, expense or damage (other than consequential, incidental, exemplary, or punitive damage) suffered as a result of such breach by Cedar. 10.3.3 In the event that, within ten (10) Business Days after receipt of notice pursuant to Sections 10.3.1 or 10.3.2 hereof, the party in receipt of such notice (the "Recipient Party") shall dispute whether such Recipient Party shall have breached a Surviving Representation, or the amount of the damage suffered by the party delivering such notice (the "Delivering Party") as a result thereof, then either the Recipient Party or the Delivering Party shall have the right to submit such dispute to binding arbitration under the Expedited Procedures provisions (Rules E-1 through E-10 in the current edition) of the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In cases where the parties utilize such arbitration: (i) the dispute shall be heard by three (rather than one) arbitrators in Philadelphia, Pennsylvania, (ii) all of the arbitrators on the list submitted by the AAA shall have reasonable expertise and experience with respect to the commercial real estate market in the Philadelphia, Pennsylvania area, (iii) the parties will have no right to object if the appointed arbitrators were on the list submitted by the AAA and were not objected to in accordance with Rule E-5, (iv) the arbitrators shall be selected within three (3) Business Days following submission of such dispute to arbitration, (v) the arbitrators shall render their final decision not later than three (3) Business Days after the last hearing, (vi) the first hearing shall be held within five (5) Business Days after the completion of discovery, and the last hearing shall be held within fifteen (15) Business Days after the appointment of the arbitrators, (v) any finding or determination of the arbitrators shall be deemed final and binding (except that the arbitrators shall not have the power to add to, modify or change any of the provisions of this Agreement), and (vi) the losing party in such arbitration shall pay the arbitration costs charged by AAA and/or the arbitrators. 10.3.4 The provisions of this Section 10.3 shall survive the Closing and remain in full force and effect for a period of four (4) months after the date of the Closing, unless, within such four (4) month period, Cedar shall have delivered notice to the Owners of the existence of a mechanics' lien of the nature contemplated by this Section 10.3, in which case, the Owner's liability with respect to such lien shall survive with respect to the matters alleged in such claim until resolution thereof.

Surviving Representations. 10.3.1 In the event after the ClosingClosing , Cedar (subject to the survival periods provided in Article IV) ), alleges that the Owners breached a representation made in Article IV hereof that survives the Closing (a "Surviving Representation"), as indicated in a written notice delivered by Cedar to the Owners, which notice shall indicate the amount of loss, cost, expense or damage suffered by Cedar, Owners shall, subject to their rights pursuant to Section 10.3.3, promptly pay to Cedar (without any capital account credit on account thereof), the amount of the loss, cost, expense or damage (other than consequential, incidental, exemplary, or punitive damage) suffered as a result of such breach by the Owners. 10.3.2 In the event after the Closing, the Owners (subject to the survival periods provided in Article IV) allege that Cedar shall have breached a Surviving Representation, as indicated in a written notice delivered by the Owners to Cedar, which notice shall indicate the amount of loss, cost, expense or damage suffered by the Owners as a result thereof, then, in such case, Cedar shall, subject to its rights pursuant to Section 10.3.3, promptly pay to the Owners (without any capital account credit to Cedar on account thereof), the amount of the loss, cost, expense or damage (other than consequential, incidental, exemplary, or punitive damage) suffered as a result of such breach by Cedar. 10.3.3 In the event that, within ten (10) Business Days after receipt of notice pursuant to Sections 10.3.1 or 10.3.2 hereof, the party in receipt of such notice (the "Recipient Party") shall dispute whether such Recipient Party shall have breached a Surviving Representation, or the amount of the damage suffered by the party delivering such notice (the "Delivering Party") as a result thereof, then either the Recipient Party or the Delivering Party shall have the right to submit such dispute to binding arbitration under the Expedited Procedures provisions (Rules E-1 through E-10 in the current edition) of the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In cases where the parties utilize such arbitration: (i) the dispute shall be heard by three (rather than one) arbitrators in Philadelphia, Pennsylvania, (ii) all of the arbitrators on the list submitted by the AAA shall have reasonable expertise and experience with respect to the commercial real estate market in the Philadelphia, Pennsylvania area, (iii) the parties will have no right to object if the appointed arbitrators were on the list submitted by the AAA and were not objected to in accordance with Rule E-5, (iv) the arbitrators shall be selected within three (3) Business Days following submission of such dispute to arbitration, (v) the arbitrators shall render their final decision not later than three (3) Business Days after the last hearing, (vi) the first hearing shall be held within five (5) Business Days after the completion of discovery, and the last hearing shall be held within fifteen (15) Business Days after the appointment of the arbitrators, (v) any finding or determination of the arbitrators shall be deemed final and binding (except that the arbitrators shall not have the power to add to, modify or change any of the provisions of this Agreement), and (vi) the losing party in such arbitration shall pay the arbitration costs charged by AAA and/or the arbitrators. 10.3.4 The provisions of this Section 10.3 shall survive the Closing and remain in full force and effect for a period of four (4) months after the date of the Closing, unless, within such four (4) month period, Cedar shall have delivered notice to the Owners of the existence of a mechanics' lien of the nature contemplated by this Section 10.3, in which case, the Owner's liability with respect to such lien shall survive with respect to the matters alleged in such claim until resolution thereof.

Surviving Representations. 10.3.1 10.3.1. In the event after the Closing, Cedar (subject to the survival periods provided in Article IV) ), alleges that the Owners breached a representation made in Article IV hereof that survives the Closing (a "Surviving Representation"), as indicated in a written notice delivered by Cedar to the Owners, which notice shall indicate the amount of loss, cost, expense or damage suffered by Cedar, Owners shall, subject to their rights pursuant to Section 10.3.3, promptly pay to Cedar (without any capital account credit on account thereof), the amount of the loss, cost, expense or damage (other than consequential, incidental, exemplary, or punitive damage) suffered as a result of such breach by the Owners. 10.3.2 10.3.2. In the event after the Closing, the Owners (subject to the survival periods provided in Article IV) allege that Cedar shall have breached a Surviving Representation, as indicated in a written notice delivered by the Owners to Cedar, which notice shall indicate the amount of loss, cost, expense or damage suffered by the Owners as a result thereof, then, in such case, Cedar shall, subject to its rights pursuant to Section 10.3.3, promptly pay to the Owners (without any capital account credit to Cedar on account thereof), the amount of the loss, cost, expense or damage (other than consequential, incidental, exemplary, or punitive damage) suffered as a result of such breach by Cedar. 10.3.3 10.3.3. In the event that, within ten (10) Business Days after receipt of notice pursuant to Sections 10.3.1 or 10.3.2 hereof, the party in receipt of such notice (the "Recipient Party") shall dispute whether such Recipient Party shall have breached a Surviving Representation, or the amount of the damage suffered by the party delivering such notice (the "Delivering Party") as a result thereof, then either the Recipient Party or the Delivering Party shall have the right to submit such dispute to binding arbitration under the Expedited Procedures provisions (Rules E-1 through E-10 in the current edition) of the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In cases where the parties utilize such arbitration: (i) the dispute shall be heard by three (rather than one) arbitrators in Philadelphia, Pennsylvania, (ii) all of the arbitrators on the list submitted by the AAA shall have reasonable expertise and experience with respect to the commercial real estate market in the Philadelphia, Pennsylvania area, (iii) the parties will have no right to object if the appointed arbitrators were on the list submitted by the AAA and were not objected to in accordance with Rule E-5, (iv) the arbitrators shall be selected within three (3) Business Days following submission of such dispute to arbitration, (v) the arbitrators shall render their final decision not later than three (3) Business Days after the last hearing, (vi) the first hearing shall be held within five (5) Business Days after the completion of discovery, and the last hearing shall be held within fifteen (15) Business Days after the appointment of the arbitrators, (v) any finding or determination of the arbitrators shall be deemed final and binding (except that the arbitrators shall not have the power to add to, modify or change any of the provisions of this Agreement), and (vi) the losing party in such arbitration shall pay the arbitration costs charged by AAA and/or the arbitrators. 10.3.4 10.3.4. The provisions of this Section 10.3 shall survive the Closing and remain in full force and effect for a period of four (4) months after the date of the Closing, unless, within such four (4) month period, Cedar shall have delivered notice to the Owners of the existence of a mechanics' lien of the nature contemplated by this Section 10.3, in which case, the Owner's liability with respect to such lien shall survive with respect to the matters alleged in such claim until resolution thereof.