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(g) 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 Thirty-Five Thousand and No/100ths Dollars ($35,000.00) (the “Floor”), 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 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 on or before December 30, 2018. As used herein, the term “Cap” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00). In no event shall Seller’s aggregate liability to Purchaser for breach of any representation or warranty of Seller in this Agreement or the certificate to be delivered by Seller at Closing pursuant to Section 4.2(g) hereof exceed the amount of the Cap. The Floor and the Cap shall not be applicable to any credits and prorations under Section 4.4, Seller’s indemnity under Section 8.1 or Seller’s fraud.
Survival of Seller’s Representations and Warranties. The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. 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 Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written 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 one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.
Survival of Seller’s Representations and Warranties. All representations and warranties made by the Seller to the Purchaser in this Agreement shall survive the Closing.
Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in this Agreement, including, without limitation, Section 6.1 hereof, as updated as of the Closing Date in accordance with the terms of this Agreement, shall survive Closing until 11:59 p.m. on December 31, 2011 (the “Limitations Period”), at which time they will be of no further force or effect except as hereinafter provided in this Section 6.3. Seller shall have no liability to Purchaser for a breach of any representation or warranty (a) unless and until the valid claims for all breaches aggregate more than ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00), in which case Seller shall be liable for the full amount of any such valid claims from the first dollar up to the Cap (as defined in this Section 6.3), and (b) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to 11:59 p.m. on December 31, 2011 and an action shall have been commenced by Purchaser against Seller within thirty (30) days after the expiration of the Limitations Period. As used herein, the term “Cap” shall mean an amount equal to ONE MILLION AND NO/100 DOLLARS ($1,000,000.00). In no event whatsoever shall Seller have any liability to Purchaser in excess of the Cap for any claims asserted after Closing for any breach.
Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof shall survive Closing for a period of one (1) year. No claim for a breach of any representation or warranty of Seller shall be actionable or payable 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. Seller shall have no liability to Purchaser for a breach of any representation or warranty (a) unless the valid claims for all such breaches with respect to this Property and the Columbia Falls (MT), Kalispell (MT), Fourth Plain (WA), Tacoma Lakewood (WA), Xxxxxxxx (XX) xxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx (XX) properties which are to be conveyed from Seller to Purchaser contemporaneously with the Property pursuant to purchase and sale agreements of even date, collectively aggregate more than Five Hundred Thousand Dollars ($500,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) unless written 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 one (1) year period and an action shall have been commenced by Purchaser against Seller within one (1) year and ninety (90) days of Closing. 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 Leases. As used herein, the term "Cap" shall mean the total aggregate amount of One Million Dollars ($1,000,000) with respect to any and all claims relating to this Property and to the Columbia Falls (MT), Kalispell (MT), Fourth Plain (WA), Tacoma Lakewood (WA), Xxxxxxxx (XX) xxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx (XX) properties which are to be conveyed from Seller to Purchaser contemporaneously with the Property pursuant to purchase and sale agreements of even date. This Section 5.3 shall have no application to any claims of Purchaser with respect to warranties of title conveyed by the Deed.
Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 shall survive Closing for a period of one (1) year after Closing, unless notice setting forth a specific claim under any such representation or warranty shall be given to Seller within that period, in which case such representation or warranty shall survive until such claim is finally and fully resolved.
Survival of Seller’s Representations and Warranties. The Seller agrees to indemnify, defend and hold Buyer harmless against all losses, damages, suits, actions obligations, expenses, reasonable attorney’s fees, costs claims or liabilities (collectively, the “Claims”) (i) arising out of a breach of any representation or warranty of the Seller contained in this Agreement and (ii) for any Claims relating to the Property that arise prior to Closing. Buyer’s sole remedies with respect to the breach of any representation or warranty contained in this Agreement discovered by or disclosed to Buyer prior to Closing shall be those specified in Section 6.1. The Seller’s indemnity obligation relating to a breach of any representation or warranty under this Agreement shall survive for a period of twelve (12) months from the Closing Date (the “Indemnification Period”); provided, however, that (i) in no event shall the Seller be liable for any claim or claims made by Buyer for a breach of any representation or warranty under this Agreement unless the aggregate thereof is equal to or greater than $25,000.00 (the “Floor”), and (ii) the Seller’s liability for such claims shall not exceed $500,000.00 (the “Cap”).
Survival of Seller’s Representations and Warranties. Subject to the provisions of Section 7.3, the representations and warranties of each Seller set forth in Section 9.1 shall be updated by the applicable Seller as of the Closing Date in accordance with Section 4.2.10 above (other than representations and warranties made specifically as to a certain date, in which case such representations and warranties shall be remade as of such certain date). The representations and warranties set forth in Sections 9.1.1 through 9.1.4, 9.1.17, 9.1.18 and 9.1.22 shall survive indefinitely and all other representations and warranties in Section 9.1 shall survive the Closing for a period of nine (9) months (other than those representations or warranties which, by their express terms, do not survive the Closing). Written notice of any claim as to a breach of any representation or warranty must be made to the applicable Seller in accordance with this Agreement prior to the date which is thirty (30) days after the expiration of such applicable survival period or it shall be deemed a waiver of Purchaser’s right to assert such claim (including under the first sentence of Section 11.1).
Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive the Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable 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 the Closing. Seller shall have no liability to Purchaser for a breach of any representation or warranty (a) unless the valid claims for all such breaches collectively aggregate more than Twenty Thousand Dollars ($20,000.00), in which event the full amount, from the first dollar, of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) unless written 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 one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred forty (240) days of the Closing. 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 Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Three Hundred Fifty Thousand Dollars ($350,000.00).
Survival of Seller’s Representations and Warranties. The representations and warranties set forth in this Section 5 are made as of the Effective Date and are remade as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive the Closing until 11:59 p.m. Pacific Time on the first anniversary of the date of Closing (“Survival Expiration Date”). Buyer shall have the right to bring an action thereon only if Buyer has given Seller written notice of the circumstances giving rise to the alleged breach on or before the Survival Expiration Date.
