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(g) 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 (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 Two Hundred Fifty Thousand Dollars ($250,000), in which event the full amount of such claims (subject to the following limitation) shall be actionable, 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 (1) year period and an action shall have been commenced by Purchaser against Seller within eighteen (18)

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 one (1) year. 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 Two Hundred Fifty Thousand Dollars ($250,000), in which event the full amount of such claims (subject to the following limitation) shall be actionable, 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 (1) year period and an action shall have been commenced by Purchaser against Seller within eighteen months of Closing. Notwithstanding the foregoing, the limitations set forth in clause (18)b) above shall not apply to a breach of the representation and warranty contained in Section 5.1(j) or to any claim under a Seller Estoppel.

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 5.1 11.2 hereof as updated by as of the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereofthe terms of this Agreement, shall survive Closing for a period of one six (16) yearmonths. 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 Buyer prior to Closing, . Seller shall have no liability to Buyer for a breach of any representation or warranty (ba) unless the valid claims for all such breaches collectively aggregate more than Two One Hundred Fifty Thousand Dollars ($250,000100,000), in which event the full amount of such valid claims (subject to the following limitation) shall be actionable, up to the Maximum (as defined in this Section), and (cb) unless written 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 one six (16) year month period and an any action shall have been commenced by Purchaser Buyer against Seller within eighteen eight (18)8)

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 5.1 12.2 hereof (as such may have been updated by as of the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g17.3) hereofin accordance with the terms of this Agreement, shall survive Closing for a period of one twelve (112) yearmonths. 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 facts, or other matter matter, which was actually known to Purchaser Buyer prior to the Closing, (b) . Seller shall have no liability to Buyer for a breach of any representation or warranty unless and until the valid claims for all such breaches collectively aggregate more than Two Hundred Fifty Thousand Dollars ($250,00050,000) (including all claims arising in relation to the King Street Agreement and 625 Agreement), in which event the full amount of such valid claims in excess of Fifty Thousand Dollars (subject to the following limitation$50,000) shall be actionable, up to the Maximum (as defined in this Section), and (c) unless written 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 one twelve (112) year month period and an any action shall have been commenced by Purchaser Buyer against Seller within eighteen fourteen (1814)

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 5.1 11.2 hereof (as such may have been updated by as of the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g16.3) hereofin accordance with the terms of this Agreement, shall survive Closing for a period of one twelve (112) yearmonths. 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 Buyer prior to Closing, . Seller shall have no liability to Buyer for a breach of any representation or warranty (ba) unless the valid claims for all such breaches collectively aggregate more than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00), in which event the full amount of such valid claims in excess of One Hundred Thousand Dollars (subject to the following limitation$100,000.00) shall be actionable, up to the Maximum (as defined in this Section), and (cb) unless written 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 one twelve (112) year month period and an any action shall have been commenced by Purchaser Buyer against Seller within eighteen fourteen (1814)

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 5.1 11.2 hereof (as such may have been updated by as of the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g16.3) hereofin accordance with the terms of this Agreement, shall survive Closing for a period of one nine (19) yearmonths. 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 actually known to Purchaser Buyer prior to Closing, (b) . Seller shall have no liability to Buyer for a breach of any representation or warranty unless the valid claims for all such breaches collectively aggregate more than Two Hundred Fifty Thousand Dollars ($250,00050,000.00), in which event the full amount of such valid claims in excess of Fifty Thousand Dollars (subject to the following limitation$50,000.00) shall be actionable, up to the Maximum (as defined in this Section), and (c) unless written 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 one nine (19) year month period and an any action shall have been commenced by Purchaser Buyer against Seller within eighteen eleven (1811)

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 5.1 11.2 hereof (as such may have been updated by as of the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g16.3) hereofin accordance with the terms of this Agreement, shall survive Closing for a period of one eight (1) year8) months. 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 Buyer prior to Closing, . Seller shall have no liability to Buyer for a breach of any representation or warranty (ba) unless the valid claims for all such breaches of any representations or warranties collectively aggregate more than Two One Hundred Fifty Thousand Dollars ($250,000100,000), in which event the full amount of such valid claims in excess of One Hundred Thousand Dollars (subject to the following limitation$100,000) shall be actionable, and (cb) unless written 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 one eight (1) year 8) month period and an any action shall have been commenced by Purchaser Buyer against Seller within eighteen ten (1810)

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 5.1 hereof, as updated by as of the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereofthe terms of this Agreement, shall survive Closing for a period of one ninety (190) yeardays. 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 Buyer prior to Closing, if Buyer elects to consummate the transactions described herein with such knowledge. Seller shall have no liability to Buyer for a breach of any representation or warranty unless (ba) unless the valid claims for all such breaches collectively aggregate more than Two Hundred Fifty Ten Thousand Dollars ($250,00010,000.00), in which event the full amount of such valid claims (subject to the following limitation) shall be actionable, up to the Cap (as defined in this Section), and (cb) unless written 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 one ninety (190) year day period and an action shall have been commenced by Purchaser Buyer against Seller within eighteen ninety (1890)

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(g4.2(h) hereofhereof and the terms contained in any Seller Estoppel delivered to Purchaser, shall survive Closing for a period of one hundred eighty (1180) yeardays. 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 Two Hundred Fifty Thousand Dollars ($250,000), in which event the full amount of such claims (subject to the following limitation) shall be actionable, 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 eight (1180) year day period (or such other period specifically provided for herein) and an action shall have been commenced by Purchaser against Seller within eighteen two hundred ten (18)210) days of Closing.

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 5.1 12.2 hereof (as such may have been updated by as of the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g17.3) hereofin accordance with the terms of this Agreement, shall survive Closing for a period of one twelve (112) yearmonths. 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 facts, or other matter matter, which was actually known to Purchaser Buyer prior to the Closing, (b) . Seller shall have no liability to Buyer for a breach of any representation or warranty unless and until the valid claims for all such breaches collectively aggregate more than Two Hundred Fifty Thousand Dollars ($250,00050,000) (including all claims arising in relation to the King Street Agreement and the 601 Agreement), in which event the full amount of such valid claims in excess of Fifty Thousand Dollars (subject to the following limitation$50,000) shall be actionable, up to the Maximum (as defined in this Section), and (c) unless written 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 one twelve (112) year month period and an any action shall have been commenced by Purchaser Buyer against Seller within eighteen fourteen (1814)

Survival of Seller’s Representations and Warranties. The --------------------------------------------------- representations and warranties of Seller set forth in Section 5.1 hereof, as updated by as of the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(g) hereofthe terms of this Agreement, shall survive Closing for a period of one hundred eight (1180) yeardays. 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 Buyer prior to Closing, if Buyer elects to consummate the transactions described herein with such knowledge. Seller shall have no liability to Buyer for a breach of any representation or warranty unless (ba) unless the valid claims for all such breaches collectively aggregate more than Two Hundred Fifty Ten Thousand Dollars ($250,00010,000.00), in which event the full amount of such valid claims (subject shall be actionable up to the following limitation) shall be actionableCap (as defined in this Section), and (cb) unless written 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 one hundred eighty (1180) year day period and an action shall have been commenced by Purchaser Buyer against Seller within eighteen one (181)