Survival of Seller’s Representations. Seller and Purchaser agree that Seller's Representations shall survive Closing for a period of 6 months (the "Survival Period"). Seller shall have no liability after the Survival Period with respect to Seller's Representations contained herein except to the extent that Purchaser has requested arbitration against Seller during the Survival Period for breach of any of Seller's Representations. Under no circumstances shall Seller be liable to Purchaser for more than $150,000 in any individual instance or in the aggregate for all breaches of Seller's Representations, nor shall Purchaser be entitled to bring any claim for a breach of Seller's Representations unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser exceeds $5,000. In the event that Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such breach prior to the Closing Date, and elected to close regardless, Purchaser shall be deemed to have waived any right of recovery, and Seller shall not have any liability in connection therewith.
Survival of Seller’s Representations. Sellers and Purchaser agree that Seller’s Representations shall survive Closing of such Seller’s Property for a period of twelve (12) months (the “Survival Period”). No Seller shall have liability after the Survival Period with respect to any of its Seller’s Representations contained herein except to the extent that Purchaser has requested arbitration against such Seller during the Survival Period for breach of any of such Seller’s Representations. Each Seller shall be liable only for the breach of its own Seller’s Representations. Further, the liability for each Seller for breach of its Seller’s Representations shall be limited to, and capped at, Three Hundred Thousand Dollars ($300,000.00) for such Seller’s Property for which a breach of Seller’s Representations occurred, on a Property-by-Property basis if a Seller is selling more than one Property. Such cap on liability shall apply for any individual breach or in the aggregate for all breaches of such Seller’s Representations with respect to such Property. Purchaser shall not be entitled to bring any claim for a breach of Seller’s Representations unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser for a Property exceeds Five Thousand Dollars ($5,000.00). In the event that a Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such breach prior to the Closing Date, and elected to close regardless, Purchaser shall be deemed to have waived any right of recovery, and such Seller shall not have any liability in connection therewith.
Survival of Seller’s Representations. The representations and warranties made in this Agreement by each of the Sellers shall be continuing and shall be deemed remade by each of the Sellers as of the Closing Date, with the same force and effect as if made on, and as of, such date, subject to the Sellers right to update such representations and warranties by written notice to the Purchaser. All representations and warranties made in this Agreement by the Sellers shall survive the Closing for a period of one (1) year.
Survival of Seller’s Representations. Seller and Purchaser agree that Seller's Representations shall survive Closing for a period of 9 months (the "Survival Period"). Seller shall have no liability after the Survival Period with respect to Seller's Representations contained herein except to the extent that Purchaser has requested arbitration against Seller during the Survival Period for breach of any of Seller's Representations. Under no circumstances shall Seller be liable to Purchaser for more than $750,000 in any individual instance or in the aggregate for all breaches of Seller's Representations, nor shall Purchaser be entitled to bring any claim for a breach of Seller's Representations unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser exceeds $5,000. In the event that Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such breach prior to the Closing Date, and elected to close regardless, Purchaser shall be deemed to have waived any right of recovery, and Seller shall not have any liability in connection therewith. In the event that Seller’s breach under Section 6.1 shall fail to satisfy the condition set forth in Section 8.1 and Purchaser, prior to the scheduled Closing Date, notifies Seller in writing that it will not close due to such failure, and if Purchaser thereafter does not close, then Purchaser, as its sole and exclusive remedy against Seller, shall be entitled to recover on account of such failure and Purchaser’s refusal to close, its actual and verifiable third party costs and expenses incurred in connection with its performance of its obligations under this Contract for its negotiation of this Contract, conduct of due diligence, loan commitment fees and closing preparations, if applicable, not to exceed $100,000 in the aggregate.
Survival of Seller’s Representations. Except as otherwise specified, the representations and warranties made by Seller in this Agreement or pursuant hereto shall survive the Closing Date for a period of two (2) years, provided that Sections 3.13 and 3.15 shall survive the Closing Date for a period equal to the applicable statute of limitations and Section 3.05(b) shall survive without limitation as to time, and the representations and warranties made by Seller shall also survive and shall be unaffected by (and shall not be deemed waived by) any investigation, audit, appraisal, or inspection at any time made by or on behalf of Buyer.
Survival of Seller’s Representations. All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year.
Survival of Seller’s Representations. The representations and warranties made by Seller in this Agreement or pursuant hereto shall survive the Closing Date for a period of sixteen (16) months, and shall also survive and shall be unaffected by (and shall not be deemed waived by) any investigation, audit, appraisal, or inspection at any time made by or on behalf of Buyer, provided, however, that the representations and warranties made in Sections 3.5 and 3.6, and all other representations and warranties as they relate to the Excluded Assets or the non-Consulting Division portion of the Seller's business or any liability not expressly assumed by Buyer, shall survive indefinitely. However, a cause of action arising under any representation or warranty which terminates on the date which is sixteen (16) months after the Closing Date shall be preserved to the extent that notice of a Claim in accordance with Section 17.5 hereof shall have been delivered on or before such date to Seller.
Survival of Seller’s Representations. The Representations of Seller contained in Section 14(a) shall survive the Closing until the Survival Date set forth in Section 41 (Survival) hereof (the “Limitation Period”), subject to the provisions of Section 24 (Default by Purchaser or Seller). Each such Representation shall automatically be null and void and of no further force and effect following the expiration of the Limitation Period unless, on or prior to the expiration of the Limitation Period, Purchaser shall have provided Seller with a written notice (a “Notice of Breach”) of any alleged breach or failure of such Representation discovered after Closing and specifying in reasonable detail the nature of such breach. Purchaser shall commence any action, suit or proceeding with respect to any breach or failure that is the subject of a Notice of Breach, if at all, on or before the date that is sixty (60) days after expiration of the Limitation Period (the “Suit Deadline”). Seller acknowledges and agrees that the resolution of such action, suit or proceeding may not occur until after the expiration of the Limitation Period, and the Limitation Period shall be deemed to be tolled with respect to (and only with respect to) any alleged breach or failure of a Representation of which Seller receives a Notice of Breach before the expiration of the Limitation Period, provided Purchaser files an action, suit or proceeding with respect thereto prior to the Suit Deadline. Notwithstanding the foregoing, if Purchaser proceeds to Closing after Purchaser’s discovery of a breach or failure of a Representation, then Purchaser shall be deemed to have waived such breach.
Survival of Seller’s Representations. All representations and warranties made in this Agreement by Seller shall survive the Closing for the Survival Period, provided that no action based on a breach of any such representations or warranties shall be commenced after the expiration of the Survival Period.
Survival of Seller’s Representations. Each of the representations and warranties of the Sellers set forth in Article III and ARTICLE IV (the “Seller’s Representations”), other than Section 4.9 which shall survive for the applicable statute of limitations and for which indemnification is provided in Article X below are made as of the Closing and shall expire, together with any right to assert a claim for recovery under this Article IX (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is twelve (12) months after the Closing Date (the “Survival Period”). Notwithstanding the preceding sentence of this Section 9.1(a), if, at any time prior to the one year expiration of the Survival Period, the Purchaser (acting in good faith) delivers to the Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Article II and setting forth in reasonable detail the basis for the Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration of the Survival Period until such time as such Indemnification Claim is fully and finally resolved.
