Common use of Survival Period Clause in Contracts

Survival Period. Subject to the provisions of Section 14(c), and notwithstanding anything else to the contrary contained in this Contract, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "Purchase Documents"), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "Seller's Undertakings") shall survive the Closing for a period of nine (9) months (the "Survival Period"). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds $30,000.00. Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price ("Liability Cap"). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9.

Survival Period. Subject to the provisions provision of Section 14(c), 12(f) and notwithstanding anything else to the contrary contained in this ContractAgreement, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "“Purchase Documents"”), all of Seller's ’s representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "“Seller's ’s Undertakings"”) shall survive the Closing for a period of nine (9) months (the "“Survival Period"”). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property Property, and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's ’s Undertakings, but only if: (i) Purchaser first learns obtains actual knowledge of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds Fifty Thousand and No/100 Dollars ($30,000.0050,000.00). Furthermore, Purchaser agrees that Seller's ’s liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's ’s Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the Sales Price ("Liability “Cap"”). Purchaser agrees that; provided, with respect to however, the Cap shall not apply any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability ’s obligations under Section 4(e) of Seller for all alleged breaches is limited to $100.00this Agreement or Seller’s indemnity obligations under Section 9 of this Agreement. The provisions of this Section 14(b12(e) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9Closing.

Survival Period. Subject to the provisions of Section 14(c), and notwithstanding anything else to the contrary contained in this Contract, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "Purchase Documents"), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "Seller's Undertakings") shall survive the Closing for a period of nine (9) months (the "Survival Period"). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds $30,000.00. Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price ("Liability Cap"). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9.. Purchase and Sale Agreement15233083_2 19

Survival Period. Subject to the provisions of Section 14(c12(e), and notwithstanding anything else to the contrary contained in this ContractAgreement, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "“Purchase Documents"”), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "“Seller's Undertakings"”) shall survive the Closing for a period of nine six (96) months (the "“Survival Period"”). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property Property, and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds Twenty-Five Thousand and No/100 Dollars ($30,000.0025,000.00). The provisions of this Section 12(d) shall survive the Closing. Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price Five Hundred Thousand and No/100 Dollars ("Liability Cap"$500,000.00). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b12(d) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9Closing.

Survival Period. Subject to the provisions of Section 14(c12(e), and notwithstanding anything else to the contrary contained in this ContractAgreement, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "“Purchase Documents"”), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "“Seller's Undertakings"”) shall survive the Closing for a period of nine two hundred seventy (9270) months days (the "“Survival Period"”). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property Property, and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds Twenty-Five Thousand and No/100 Dollars ($30,000.0025,000.00). Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price One Million Five Hundred Thousand and No/100 Dollars ("Liability Cap"$1,500,000.00). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b12(d) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9Closing.

Survival Period. Subject to the provisions of Section 14(c13(e), and notwithstanding anything else to the contrary contained in this ContractAgreement, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectivelyDocuments, the "Purchase Documents"), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any this Agreement and/or in the Closing Documents that expressly survive the Closing and all of the Purchase Documents Seller’s representations and warranties (collectively, "“Seller's ’s Undertakings"”) shall survive the Closing for a period of nine two hundred seventy (9270) months days immediately following the Closing Date (the "“Survival Period"”). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property Property, and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's ’s Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds FIFTY THOUSAND AND NO/100 DOLLARS ($30,000.0050,000.00). Furthermore, Purchaser agrees that Seller's ’s liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's ’s Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ("Liability Cap"$800,000.00). Purchaser agrees that, with respect to any alleged breach of Seller's ’s Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to ONE HUNDRED AND NO/100 DOLLARS ($100.00). The provisions of this Section 14(b13(d) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9Closing.

Survival Period. Subject to the provisions of Section 14(c12(e), and notwithstanding anything else to the contrary contained in this ContractAgreement, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "“Purchase Documents"”), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "“Seller's Undertakings"”) shall survive the Closing for a period of nine six (96) months (the "“Survival Period"”). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property Property, and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns obtains actual knowledge of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds Fifty Thousand and No/100 Dollars ($30,000.0050,000.00), in which event the full amount of such damages shall be payable (i.e., Purchaser shall be permitted to recover damages beginning with “dollar one”). Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of Seven Hundred and Fifty Thousand No/100 Dollars ($750,000.00) (the Sales Price ("“Liability Cap"”). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b12(d) shall survive the Closing andClosing. Notwithstanding the foregoing, the provisions of this Section 12(d) (including the Liability Cap and the Survival Period) shall not apply to Seller’s the obligations of the parties with respect to prorations and post-Closing adjustments thereto pursuant to Sections 4(e) and (f) or to the obligations of the parties with respect to Section 9, and amounts payable by Seller under Section 5(gsuch Sections 4(e), Section 5(h4(f) and 9 shall not apply towards the Liability Cap. Until the expiration of the Survival Period, Seller shall hold back (and shall not distribute) the sum of Seven Hundred and Fifty Thousand No/100 Dollars ($750,000.00) in its bank account. If Seller has not received written notice of any claim hereunder during the Survival Period, then upon expiration of the Survival Period, the Seller may at any time and without any further notice to or consent from Purchaser, distribute the Seven Hundred and Fifty Thousand No/100 Dollars ($750,000.00); provided, or Section 9however, if Seller has received written notice from Purchaser for any claim hereunder during the Survival Period, then Seller shall hold back in its bank account and not distribute the amount in dispute until the final resolution of such claim, but Seller may distribute the difference between the amount required to be held back as provided above and the amount subject to such dispute.

Survival Period. Subject to the provisions of Section 14(c), and notwithstanding anything else to the contrary contained in this Contract, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "Purchase Documents"), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "Seller's Undertakings") shall survive the Closing for a period of nine (9) months (the "Survival Period"). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds $30,000.00. Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price ("Liability Cap"). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9.. Purchase and Sale Agreement 15233094_2 19

Survival Period. Subject to the provisions of Section 14(c12(d), and notwithstanding anything else to the contrary contained in this ContractAgreement, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "“Purchase Documents"”), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "“Seller's Undertakings"”) shall survive the Closing for a period of nine seven (97) months (the "“Survival Period"”). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property Property, and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds Fifty Thousand and No/100 Dollars ($30,000.0050,000.00). Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% One Million and No/100 Dollars ($1,000,000.00) (the “Cap”); provided, that in no event shall there be any cap on (and in no event shall the Cap be reduced by) Seller’s liability, if any, for any of Seller’s obligations set forth in any of Sections 4(e) or 9 of this Agreement. During the Sales Price Survival Period ("Liability Cap"). and if Purchaser agrees that, with respect to any alleged brings an action against Seller for breach of any Seller's ’s Undertakings discovered after during the Survival Period, until such action is fully resolved), Seller covenants and agrees to: (1) remain in existence as a legal entity in good standing in the maximum liability State of Washington, and (2) maintain a minimum liquid net worth equal to the Cap, which funds equal to the Cap shall remain unencumbered and be placed in a bank account with an FDIC insured banking institution with monthly bank account statements to be provided by Seller for all alleged breaches is limited to $100.00Purchaser on or before the fifteenth (15th) day of each month evidencing funds equal to the Cap in such account; provided, further, in the event that any third party makes a claim against the funds in such account or the account balance otherwise drops below the Cap, the Seller shall promptly replenish such funds to maintain an account balance equal to the Cap. The provisions of this Section 14(b12(c) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9Closing.

Survival Period. Subject In the event that following Closing Purchaser discovers any material untruthfulness or material inaccuracy of any of Seller’s representations, covenants and warranties hereunder, Purchaser’s sole remedy shall be to file suit for actual damages in accordance with the provisions set forth below; provided, however, that Purchaser’s right to make a claim against Seller for a breach of an indemnity obligation (other than Seller’s indemnity under Section 5.3), representation, warranty or covenant under this Agreement, the Exhibits attached hereto (other than the Deed) or any document or certificate executed by Seller in connection with this Agreement (a “Claim”) shall expire nine (9) months after the Closing and delivery of the Deed (“Survival Date”) and may not be asserted as to any matter as to which Purchaser had actual knowledge prior to Closing. As to any Claim, Purchaser must: (i) notify Seller of the existence of the Claim in question, which notification (a “Claim Notice”) shall contain a reasonable description of the nature of the Claim or the facts, circumstances, conditions or events then known to Purchaser which give rise to the claim in question; and (ii) institute legal proceedings in a court of competent jurisdiction within sixty (60) days after the Survival Date (“Judicial Proceedings Date”). Any Claim for which a Claim Notice is not delivered by Purchaser to Seller on or prior to the Survival Date or for which legal proceedings are not instituted on or prior to the Judicial Proceedings Date shall be deemed to have been waived by Purchaser and rendered null and void and of no further force or effect. All Claims made by Purchaser under or with respect to this Agreement or the matters contained herein, shall be subject to the provisions of Section 14(c)10.5 of this Agreement. For matters disclosed or discovered prior to Closing, Purchaser’s sole rights and notwithstanding anything else to the contrary contained remedies shall be as set forth in Section 10.4. The terms of this Contract, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "Purchase Documents"), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "Seller's Undertakings") Section 11.16 shall survive the Closing for a period of nine (9) months (the "Survival Period"). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds $30,000.00. Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price ("Liability Cap"). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9Closing.

Survival Period. Subject to the provisions of Section 14(c), and notwithstanding anything else to the contrary contained in this Contract, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "Purchase Documents"), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "Seller's Undertakings") shall survive the Closing for a period of nine (9) months (the "Survival Period"). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds $30,000.00. Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price ("Liability Cap"). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9.. Purchase and Sale Agreement15233094_2 19