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

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. The Seller agrees to indemnify, defend and hold Buyer harmless against all losses, damages, suits, actions obligations, expenses, reasonable attorney’s attorneys 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. The Seller agrees to indemnify, defend and hold Buyer harmless against all losses, damages, suits, actions obligations, expenses, reasonable attorney’s attorneys’ fees, costs claims or liabilities (collectively, the “"Claims”) (i") arising out of a breach of any representation representation, warranty or warranty covenant of the Seller contained in this Agreement and (ii) for any Claims relating first discovered by or disclosed to Buyer following the Property that arise prior to Closing. Buyer’s 's sole remedies with respect to the breach of any representation representation, warranty or warranty covenant contained in this Agreement discovered by or disclosed to Buyer prior to Closing shall be those specified in this Section 6.14.2. The Seller’s 's indemnity obligation relating to a breach of any representation representation, warranty, or warranty covenant 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 representation, warranty, or warranty covenant under this Agreement unless the aggregate thereof is equal to or greater than $25,000.00 (the “Floor”), 25,000.00. In no event shall Seller be liable for any consequential damages incurred or suffered by Buyer and (ii) the Seller’s liability in no event shall Seller be liable for such claims shall not exceed aggregate amounts in excess of $500,000.00 (the “Cap”)250,000.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller agrees set forth in Section 5.1 hereof as updated by the certificate of Seller to indemnifybe delivered to Purchaser at Closing in accordance with Section 4.2(e) hereof, defend and hold Buyer harmless against all losses, damages, suits, actions obligations, expenses, reasonable attorney’s fees, costs claims or liabilities shall survive Closing for a period of one (collectively, the “Claims”1) (i) arising out of year. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the Seller contained breach in this Agreement and (ii) for any Claims relating question results from or is based on a condition, state of facts or other matter which was known to the Property that arise Purchaser prior to Closing. Buyer’s sole remedies with respect , (b) unless the valid claims for all such breaches collectively aggregate more than Ten Thousand Dollars ($10,000), in which event the full amount of such claims 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 sixty (60) days after the termination of the survival period provided for above in this Section 5.3. As used herein, the term “Cap” shall mean $240,000. In no event shall Seller’s aggregate liability to Purchaser for breach of any representation or warranty contained of Seller in this Agreement discovered or the certificate to be delivered by or disclosed Seller at Closing pursuant to Buyer prior to Closing shall be those specified in Section 6.1. The Seller’s indemnity obligation relating to a breach 4.2(e) hereof exceed the amount 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. The representations and warranties of 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 set forth 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 Agreement, including, without limitation, Section 6.1 hereof, as updated as 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 in accordance with the terms of this Agreement, shall survive Closing until 11:59 p.m. on December 31, 2011 (the “Indemnification Limitations Period”); provided, however, that (i) 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 event shall the Seller be liable for any claim or claims made by Buyer liability to Purchaser for a breach of any representation or warranty under (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 Agreement unless the aggregate thereof is equal to or greater than $25,000.00 (the “Floor”Section 6.3), and (iib) unless written notice containing a description of the Seller’s liability for specific nature of such claims breach shall not exceed $500,000.00 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.