Common use of Survival of Seller’s Representations Clause in Contracts

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. Any representations and warranties made “to Seller’s or Purchaser’s knowledge” shall not be deemed to imply any duty of inquiry. Seller and Purchaser agree that Seller's ’s Representations shall survive Closing for a period of 9 six (6) months (the "“Survival Period"”). After expiration of the Survival Period, Seller shall have no liability after the Survival Period with respect to Seller's ’s Representations contained herein except or with respect to the extent that Purchaser has requested arbitration against Seller during the Survival Period for breach any breaches of any of Seller's Representationscovenants, indemnification obligations or other obligations set forth in this Agreement or in any agreement or instrument executed and delivered by Seller to Purchaser at the Closing (collectively, “Post-Closing Obligations”). Under no circumstances shall Seller be liable to Purchaser for more than $750,000 200,000.00 (the “Liability Limitation”) in any individual instance or in the aggregate for all breaches of Seller's Representations’s Representations or Post-Closing Obligations, nor shall Purchaser be entitled to bring any claim for a breach of Seller's ’s Representations or Post-Closing Obligations unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser exceeds $5,00010,000.00. 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 If Closing occurs, Seller covenants and agrees that, during the event that Survival Period, it: (a) shall not dissolve, (b) shall retain cash equal to or greater than the Liability Limitation (collectively, the “Reserved Funds”), and shall not distribute all or any portion of the Reserved Funds, and (c) shall notify, in writing, its managers of Seller’s breach under Section 6.1 shall fail to satisfy the condition covenants set forth in this 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 aggregate6.3.

Survival of Seller’s Representations. Seller and Purchaser agree that Seller's ’s Representations (and any warranties, liabilities, covenants, indemnities, and/or obligations of Seller under this Contract that expressly survive Closing or under any of the Closing Documents) shall survive Closing for a period of 9 nine (9) months (the "“Survival Period"”). Seller shall have no liability after the Survival Period with respect to Seller's ’s Representations (or any warranties, liabilities, covenants, indemnities, and/or obligations of Seller under this Contract that expressly survive Closing or under any of the Closing Documents) contained herein except to the extent that Purchaser has requested arbitration delivered written notice to Seller prior to the end of the Survival Period and has commenced litigation against Seller during by filing and serving a lawsuit within ninety (90) days after the end of the Survival Period for breach of any of Seller's Representations’s Representations (or any such warranties, liabilities, covenants, indemnities, and/or obligations of Seller under this contract that expressly survive Closing or under any of the Closing Documents). The Survival Period and the obligation to bring a lawsuit within ninety (90) days after the end of the Survival Period shall not apply to or limit Seller’s liability with respect to Seller’s obligations with respect to the prorations provided for in Section 5.4, Section 5.5 and/or Article IX. Under no circumstances shall Seller be liable to Purchaser for more than $750,000 one percent (1%) of the Purchase Price in any individual instance or in the aggregate for all any representations, warranties, liabilities, covenants, indemnities, and/or obligations of Seller under this Contract that expressly survive Closing or under any documents executed and delivered by Seller in connection with Closing (the “Closing Documents”), including, without limitation, any breaches of Seller's ’s Representations, nor shall Purchaser be entitled to bring any claim for a breach of Seller's Representations such matters unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser exceeds Fifty Thousand and No/100 Dollars ($5,000. In 50,000.00); provided, however, that 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 foregoing cap on Seller’s liability shall not have apply to any liability in connection therewith. In the event that Seller’s breach under obligations of Seller pursuant to Section 6.1 shall fail to satisfy the condition set forth in 5.4, 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.5.5,

Survival of Seller’s Representations. Seller and Purchaser agree that Seller's ’s Representations shall survive Closing for a period of 9 nine (9) months (the "“Survival Period"”). Seller shall have no liability after the Survival Period with respect to Seller's ’s Representations contained herein except to the extent that Purchaser has requested arbitration against delivered notice to Seller during the Survival Period for breach of any of Seller's ’s Representations. Under no circumstances shall Seller be liable to Purchaser for more than $750,000 300,000.00 in any individual instance or in the aggregate for all representations, warranties, liabilities, covenants, indemnities and/or obligations of Seller under this Contract and/or any documents executed and delivered by Seller in connection with the Closing, including, without limitation, any breaches of Seller's ’s Representations, nor shall Purchaser be entitled to bring any claim for a breach of Seller's Representations such matters unless the claim for damages (either in the aggregate or as to any individual claim) by Purchaser exceeds $5,00025,000.00. 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 To secure the event Seller liability contemplated by this Section 6.3, Seller shall deposit a cash amount at Closing in escrow equal to $300,000.00 (the “Escrow Funds”) to be held by Escrow Agent pursuant to the terms of a post-closing escrow agreement in a form reasonably acceptable to Seller and Purchaser (the “Post-Closing Escrow Agreement”), which Post-Closing Escrow Agreement shall state that the Escrow Funds shall be made available to Purchaser on account of any liability with respect to Seller’s breach under Section 6.1 shall fail to satisfy the condition set forth in Section 8.1 and Purchaser, prior Representations contained herein to the scheduled extent Purchaser has delivered notice to Escrow Agent on or before the ninetieth (90th) day following the Closing Date, notifies Seller in writing it being understood that it will not close due to such failure, and if Purchaser thereafter does fails to deliver such notice within such ninety-day period, Escrow Agent shall disburse the Escrow Funds to Seller; provided, however, that the failure to deliver such notice within such ninety-day period and/or the disbursement of the Escrow Funds to Seller shall not closereduce, then Purchaser, as its sole and exclusive remedy against Seller, shall diminish or otherwise be entitled deemed to recover on account of such failure and reduce or diminish Purchaser’s refusal right to close, its actual and verifiable third party costs and expenses incurred in connection with its performance of its obligations under pursue any action against Seller that is otherwise noticed during the Survival Period as otherwise contemplated by 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 aggregateSection 6.3.

Survival of Seller’s Representations. Seller and Purchaser agree that (i) Seller's ’s Representations (other than the Fundamental Representations) shall survive the Closing for a period of 9 six (6) months (the "“General Representations Survival Period"”); and (ii) the Fundamental Representations shall survive the Closing for a period of three (3) years, except that (A) the Fundamental Representation set forth in Section 6.1.9 shall survive Closing for the applicable statute of limitations and (B) the Fundamental Representations set forth in Sections 6.1.12 shall survive the Closing for a period of three (3) years (as applicable, the “Fundamental Representations Survival Period”) (the General Representations Survival Period and the Fundamental Representations Survival Period, as applicable to the Seller’s Representations covered thereby as set forth in this Section 6.3 above, the “Applicable Survival Period”). Seller shall not have no any liability after the Applicable Survival Period with respect to any of Seller's ’s Representations contained herein (which are subject to such Applicable Survival Period) except to the extent that (a) Purchaser has requested arbitration delivered written notice to Seller during such Applicable Survival Period alleging that Seller is in breach of any such Seller’s Representations (which are subject to such Applicable Survival Period) and specifying in reasonable detail the nature of such breach, and (b) Purchaser has commenced litigation against Seller during the Survival Period by filing and serving a lawsuit, for breach of any such Seller’s Representations (which are subject to such Applicable Survival Period) within thirty (30) days following the expiration of Seller's Representationsthe Applicable Survival Period. Under no circumstances Purchaser 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 not be entitled to bring any claim for a breach Claim arising out of (A) any breaches of any of Seller's Representations ’s Representations, and/or (B) all other representations, warranties, liabilities, covenants, indemnities and/or obligations of Seller under this Contract unless the claim Claim for damages Losses (either in the aggregate or as to any individual claimClaim) by Purchaser for all such matters exceeds $5,00050,000.00 (in which case Seller shall be liable back to the first dollar). In the event that Seller breaches any representation contained in Section 6.1 of Seller’s Representations and Purchaser had actual knowledge of such breach (i) upon Purchaser’s execution and delivery of this Contract, and Purchaser nevertheless executes and delivers this Contract, or (ii) at or prior to the Closing DateClosing, and elected Purchaser nevertheless elects to close regardlessclose, then in each case Purchaser shall be deemed to have waived any right of recovery, its rights in connection therewith and Seller shall not have any liability in connection therewith. In the event that Seller’s breach under Section 6.1 Seller 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 have any liability in connection with a breach of any of Seller’s Representation which is due to the acts or omissions of Purchaser, Tenant, or any affiliate of either Purchaser or Tenant. PURCHASER IS FAMILIAR WITH, AND HEREBY WAIVES ITS RIGHTS, IF ANY, AT LAW OR IN EQUITY TO COMMENCE A LEGAL ACTION OR PROCEEDING AGAINST SELLER RELATING TO THE PROPERTY OR THE ISTAR MEMBER INTERESTS OR A BREACH OF A REPRESENTATION, WARRANTY, COVENANT OR CONDITION MADE IN THIS CONTRACT BY SELLER OR IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN, AT ANY TIME AFTER THE EXPIRATION OF THE APPLICABLE SURVIVAL PERIOD (OR THE EXPIRATION OF THE THIRTY (30) DAY PERIOD FOLLOWING THE EXPIRATION OF THE APPLICABLE SURVIVAL PERIOD IF PROPER WRITTEN NOTICE IS DELIVERED PURSUANT TO THIS SECTION 6.3). Purchaser indicates its performance acknowledgment of its obligations under this Contract for its negotiation the foregoing provisions of this Contract, conduct of due diligence, loan commitment fees and closing preparations, if applicable, not to exceed $100,000 in the aggregate.Section 6.3 by initialing below: Purchaser Initials: ___________

Survival of Seller’s Representations. Seller and Purchaser agree that (i) Seller's ’s Representations (other than the Fundamental Representations and the Tax Representations) shall survive the Closing for a period of 9 six (6) months (the "“General Representations Survival Period"”); (ii) the Fundamental Representations shall survive the Closing for a period of three (3) years, except that (A) the Fundamental Representation set forth in Section 6.1.9 shall survive Closing for the applicable statute of limitations and (B) the Fundamental Representations set forth in Sections 6.1.12 shall survive the Closing for a period of three (3) years (as applicable, the “Fundamental Representations Survival Period”), and (iii) the Tax Representations shall survive the Closing for a period of thirty (30) days following the expiration of the applicable statute of limitations (the “Tax Representations Survival Period”) (the General Representations Survival Period, the Fundamental Representations Survival Period and the Tax Representations Survival Period, as applicable to the Seller’s Representations covered thereby as set forth in this Section 6.3 above, the “Applicable Survival Period”). Seller shall not have no any liability after the Applicable Survival Period with respect to any of Seller's ’s Representations contained herein (which are subject to such Applicable Survival Period) except to the extent that (a) Purchaser has requested arbitration delivered written notice to Seller during such Applicable Survival Period alleging that Seller is in breach of any such Seller’s Representations (which are subject to such Applicable Survival Period) and specifying in reasonable detail the nature of such breach, and (b) Purchaser has commenced litigation against Seller during the Survival Period by filing and serving a lawsuit, for breach of any such Seller’s Representations (which are subject to such Applicable Survival Period) within thirty (30) days following the expiration of Seller's Representationsthe Applicable Survival Period. Under no circumstances Purchaser 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 not be entitled to bring any claim for a breach Claim arising out of (A) any breaches of any of Seller's Representations ’s Representations, and/or (B) all other representations, warranties, liabilities, covenants, indemnities and/or obligations of Seller under this Contract unless the claim Claim for damages Losses (either in the aggregate or as to any individual claimClaim) by Purchaser for all such matters exceeds $5,00050,000.00 (in which case Seller shall be liable back to the first dollar). In the event that Seller breaches any representation contained in Section 6.1 of Seller’s Representations and Purchaser had actual knowledge of such breach (i) upon Purchaser’s execution and delivery of this Contract, and Purchaser nevertheless executes and delivers this Contract, or (ii) at or prior to the Closing DateClosing, and elected Purchaser nevertheless elects to close regardlessclose, then in each case Purchaser shall be deemed to have waived any right of recovery, its rights in connection therewith and Seller shall not have any liability in connection therewith. In the event that Seller’s breach under Section 6.1 Seller 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 have any liability in connection with its performance a breach of any of Seller’s Representation which is due to the acts or omissions of Purchaser, Tenant, or any affiliate of either Purchaser or Tenant. Notwithstanding anything contained herein to the contrary, (1) Seller shall have no obligation or liability hereunder to the extent that Purchaser or any of its agents or affiliates has taken, or failed to take, any action that, in Seller’s sole discretion, would prevent the REIT from qualifying as a REIT for U.S. federal income tax purposes, (2) Seller’s obligations under to Purchaser pursuant to this Contract Section 6.3 with respect to the Tax Representations (x) shall not apply to any Taxes that are to be prorated between Seller and Purchaser pursuant to Sections 5.4.1, 5.4.4 and 7.6.1.2, and (y) shall be handled solely pursuant to Section 7.6.6, and (3) Seller shall have no obligation nor liability hereunder for any Claims, liabilities, Taxes, costs, losses or obligations incurred by Purchaser in connection with any action, or inaction, taken by the Purchaser or any of its negotiation agents or affiliates on behalf of the REIT or taken by the REIT or any of its agents or affiliates while the REIT is owned by Purchaser. PURCHASER IS FAMILIAR WITH, AND HEREBY WAIVES ITS RIGHTS, IF ANY, AT LAW OR IN EQUITY TO COMMENCE A LEGAL ACTION OR PROCEEDING AGAINST SELLER RELATING TO THE PROPERTY OR THE INTERESTS OR A BREACH OF A REPRESENTATION, WARRANTY, COVENANT OR CONDITION MADE IN THIS CONTRACT BY SELLER OR IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN, AT ANY TIME AFTER THE EXPIRATION OF THE APPLICABLE SURVIVAL PERIOD (OR THE EXPIRATION OF THE THIRTY (30) DAY PERIOD FOLLOWING THE EXPIRATION OF THE APPLICABLE SURVIVAL PERIOD IF PROPER WRITTEN NOTICE IS DELIVERED PURSUANT TO THIS SECTION 6.3). Purchaser indicates its acknowledgment of the foregoing provisions of this Contract, conduct of due diligence, loan commitment fees and closing preparations, if applicable, not to exceed $100,000 in the aggregate.Section 6.3 by initialing below: Purchaser Initials: ___________