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

Survival of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser set forth in Section 5.5 hereof as updated as of the Closing Date in accordance with the terms of this Agreement, shall survive Closing for the Survival Period. No claim for a breach of any representation, warranty, covenant or agreement of Purchaser under or pursuant to this Agreement including any instrument delivered to Seller under or pursuant to this Agreement shall be actionable or payable if Seller had actual knowledge of the breach in question prior to the Closing. Purchaser shall have no liability to Seller for a breach of any representation or warranty set forth in Section 5.5 (a) unless the valid claims for all such breaches collectively aggregate more than Ten Thousand and Xxxx 00 Dollars ($10,000.00), in which event the full amount of such valid claims shall be actionable up to, but not in excess of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), plus reimbursement of any fees due pursuant to Section 10.16 hereof(the "Cap"), and (b) unless written notice containing a description of the specific nature of such breach and the amount claimed to be due from Seller (a "Post-Closing Claim") shall have been given by Purchaser to Seller prior to the expiration of the Survival Period and an action shall have been commenced by Purchaser against Seller with respect to such Post-Closing Claim within 30 days after the expiration of the Survival Period.

Survival of Purchaser’s Representations and Warranties. The representations representation and warranties of Purchaser set forth in Section 5.5 5.5(a) hereof as updated as shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of the Closing Date in accordance with the terms of this Agreement, Purchaser shall survive Closing for the Survival Perioda period of one hundred and eighty (180) days. No claim for a breach of any representation, warranty, covenant representation or agreement warranty of Purchaser under or pursuant to this Agreement including any instrument delivered to Seller under or pursuant to this Agreement shall be actionable or payable (a) if Seller had actual knowledge of the breach in question results from or is based on a condition, state of facts or other matter which was known to Seller prior to the Closing. Purchaser shall have no liability to Seller for a breach of any representation or warranty set forth in Section 5.5 , (ab) unless the valid claims for all such breaches collectively aggregate more than Ten Fifty Thousand and Xxxx 00 Dollars ($10,000.0050,000), in which event the full amount of such valid claims shall be actionable up to, but not in excess of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), plus reimbursement of any fees due pursuant to Section 10.16 hereof(the "Cap")actionable, and (bc) unless written notice containing a description of the specific nature of such breach and the amount claimed to be due from Seller (a "Post-Closing Claim") shall have been given by Seller to Purchaser to Seller prior to the expiration of the Survival Period said one hundred and eighty (180) day period and an action shall have been commenced by Seller against Purchaser against Seller with respect to such Post-Closing Claim within 30 ninety (90) days after the expiration termination of the Survival Periodsurvival period provided for above in this Section 5.6. In no event shall Purchaser’s aggregate liability to Seller for breach of any representation or warranty of Purchaser in this Agreement exceed the amount of the Cap.

Survival of Purchaser’s Representations and Warranties. Subject to the Cap defined in Section 5.17 above, Purchaser hereby agrees to indemnify and hold Seller harmless from and against all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, (i) that may be suffered or incurred by Seller if any representation or warranty made by Purchaser in this Article VI was untrue or incorrect in any material respect when made (including the representations and warranties which are remade pursuant to Section 6.6 hereof) or that may be caused by any breach by Purchaser of this Agreement, or (ii) arising from or based on any failure by Purchaser to perform all obligations of Purchaser in accordance with the Leases, Contracts, Approvals, Permitted Exceptions or applicable laws from and after the Closing Date, or any third party property damage or personal injury occurring in, on or about the Property from and after the Closing Date. The representations and warranties of Purchaser set forth in Section 5.5 hereof as updated as of the Closing Date in accordance with the terms of this Agreement, Article VI shall survive Closing for the Survival Perioda period of nine (9) months. No claim for a breach of any representation, warranty, covenant or agreement of Purchaser indemnity under or pursuant to this Agreement including any instrument delivered to Seller under or pursuant to this Agreement Section 6.7 shall be actionable or payable (a) if Seller had actual knowledge of the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Seller prior to the Closing. Purchaser Closing (it being understood and agreed that Seller’s remedies with respect to any such breach actually discovered by Seller prior to Closing shall have no liability to Seller for a breach of any representation or warranty be as set forth in Section 5.5 11.2 below), (ab) unless the valid claims for all such breaches collectively aggregate more than Ten Thousand and Xxxx 00 Dollars ($10,000.00)15,000, in which event the full amount of such valid claims shall be actionable up to, but not in excess of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), plus reimbursement of any fees due pursuant to Section 10.16 hereof(the "Cap")actionable, and (bc) unless written notice containing a description of the specific nature of such breach and the amount claimed to be due from Seller (a "Post-Closing Claim") shall have been given by Seller to Purchaser to Seller prior to the expiration of the Survival Period nine (9) month period set forth above and an action shall have been commenced by Seller against Purchaser against Seller with respect to such Post-Closing Claim within 30 days a reasonable period of time after the expiration termination of the Survival Periodsurvival period provided for above in this Section 6.7. In no event shall Purchaser’s aggregate liability to Seller for breach of any representation or warranty of Purchaser in this Article VI exceed the amount of the Cap defined in Section 5.17 above.