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 Section 5.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereof, as well as the Seller 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 for a period of six (6) months from and after the Closing Date. 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 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 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 Seller prior to the expiration of said six (6) month period and an action shall have been commenced by Purchaser against Seller within nine (9) months of Closing. As used herein, the 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 to Purchaser under this Agreement or the Closing Documents (as hereinafter defined in Section 9.2) exceed the amount of the Cap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth contained in Section 5.1 as updated by the certificate of this Agreement and in any Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereof, as well as the Seller 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, Certificate shall survive Closing and not be merged therein for a period of six months after Closing (6) 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 from and after the Closing Date. No claim for a breach of any representation or warranty 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 actionable 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 payable (a) 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 the breach in question results from Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or is based on a condition, state of facts or other matter which was known remedy available 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)it at law, in which event the full amount of such valid claims shall be actionableequity, up to but not exceeding the amount of the Cap (as defined in this 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 Seller prior to the expiration of said six (6) month period and an action shall have been commenced by Purchaser against Seller within nine (9) months of Closing. As used herein, the 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 to 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 Closing Documents result of any of Seller's warranties or representations being untrue, inaccurate or incorrect if to Buyer’s Knowledge (as hereinafter defined in Section 9.2below) exceed such representation or warranty was untrue, inaccurate or incorrect at the amount time of the CapClosing.

Survival of Seller’s Representations and Warranties. The representations representation and warranties warranty of Seller set forth in Section 5.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereof, as well as the Seller 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, 5.3 hereof shall survive Closing for a period of six one hundred eighty (6180) months from and after the Closing Datedays. 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 ONE HUNDRED THOUSAND DOLLARS AND 00/HUNDREDS Twenty-Five Thousand Dollars ($100,000.0025,000), 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 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 Seller prior to the expiration of said six one hundred eighty (6180) month day period and an action shall have been commenced by Purchaser against Seller within nine thirty (930) months days after the termination of Closingthe 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 FOUR MILLION DOLLARS AND 00/HUNDREDS Five Hundred Thousand and No/100 Dollars ($4,000,000.00500,000). In no event shall Seller’s aggregate liability to Purchaser under this Agreement for breach of any representation or the Closing Documents (as hereinafter defined warranty of Seller in Section 9.2) this Agreement or for any other breach by Seller under this Agreement for any exceed the amount of the Cap.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth contained in Section 5.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereof, as well as the Seller 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, this Agreement shall survive Closing and not be merged therein for a period of six (6) months from 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 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. No claim for a breach of any representation or warranty 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 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 limited to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than ONE TWO HUNDRED THOUSAND DOLLARS AND 00/HUNDREDS NO/100 U.S. Dollars (U.S. $100,000.00200,000.00); 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 which event the full amount of such valid claims shall be actionableequity, up to but not exceeding the amount of the Cap (as defined in this 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 Seller prior to the expiration of said six (6) month period and an action shall have been commenced by Purchaser against Seller within nine (9) months of Closing. As used herein, the 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 to 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 Closing Documents (as hereinafter defined in Section 9.2) exceed result of any of Seller's warranties or representations being untrue, inaccurate or incorrect if Buyer knew or is deemed to have known that such representation or warranty was untrue, inaccurate or incorrect at the amount time of the CapClosing.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth contained in Section 5.1 as updated by this Agreement and the certificate of Seller to be delivered to Purchaser at Closing certifications contained in accordance with Section 4.2(h) hereof, as well as the any Seller 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, Certificate shall survive Closing and not be merged therein for a period of six (6) months from after 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. No claim Any provision in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for a breach breaches of Seller's warranties and representations set forth in this Agreement and for breaches of any representation or warranty of Seller's certifications in any Seller Tenant Lease Certificate shall be actionable limited to FIVE HUNDRED THOUSAND AND NO/100 U.S. Dollars (U.S. $500,000.00); provided, however, the foregoing shall not limit or payable restrict (ai) if the breach limited warranties of title expressly set forth in question results from the Deed or is the Assignment and Assumption of Ground Lease (ii) or any nonfrivolous claim based on a conditionSeller’s fraud or intentional misrepresentation. Notwithstanding the foregoing, state of facts however, if Closing occurs, Buyer hereby expressly waives, 3102/001/109971.10 relinquishes and releases any right or other matter which was known remedy available 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)it at law, in which event the full amount of such valid claims shall be actionableequity, up to but not exceeding the amount of the Cap (as defined in this 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 Seller prior to the expiration of said six (6) month period and an action shall have been commenced by Purchaser against Seller within nine (9) months of Closing. As used herein, the 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 to 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 Closing Documents (as hereinafter defined in Section 9.2) exceed result of any of Seller's warranties, representations or certifications being untrue, inaccurate or incorrect if Buyer knew or is deemed to have known that such representation, warranty or certification was untrue, inaccurate or incorrect at the amount time of the CapClosing.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 as updated by the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereofthis Agreement, as well as the Seller Tenant Lease Estoppelincluding, Seller Ground Lease Estoppelwithout limitation, or Seller Bridge Estoppel if the same shall have been delivered pursuant to Section 4.6(d), (e) or (f), respectively, Article 4 hereof, shall survive the Closing for a period of six one hundred eighty (6180) months from and after calendar days following the Closing DateDate (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 (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 Buyer prior to ClosingClosing 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 (ba) unless the valid claims for all such breaches with respect to the Property collectively aggregate more than ONE HUNDRED THOUSAND DOLLARS AND 00/HUNDREDS Fifty Thousand Dollars ($100,000.0050,000.00), 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 5.3 below10.12), and (cb) unless written notice (a “Breach Notice”) containing a description of the specific nature of such breach shall have been given by Purchaser Buyer to Seller prior to the expiration of said six (6) month period the Survival Period and an action shall have been commenced and filed by Purchaser Buyer against Seller within nine sixty (960) months days after delivery of Closingnotice of the alleged breach. As used herein, the term “Cap” shall mean the total aggregate amount of FOUR MILLION DOLLARS AND 00/HUNDREDS One Hundred Thousand Dollars ($4,000,000.00)100,000.00) in the aggregate. In no event whatsoever shall Seller’s aggregate Seller have any liability to Purchaser under this Agreement or the Closing Documents (as hereinafter defined Buyer in Section 9.2) exceed the amount excess of the CapCap for any claims asserted after Closing for a breach.