Common use of Certain Representations and Covenants Clause in Contracts

Certain Representations and Covenants. Except as provided in Section 11.4, neither the Managers nor Franco shall have any personal liability for any breach of any representation, warranty, agreement or covenant made by them herein (a "Manager or Franco Breach"). However, in the event of any such Manager or Franco Breach (i) Seller shall be released from all responsibility and liability with respect to the breach of any representations, warranties, agreements or covenants made by Seller in this Agreement (or any failure of any Schedule to be true, complete and accurate) as a result of any such Manager or Franco Breach or as a result of the event, circumstance or condition causing such Manager or Franco breach; (ii) the requirements of Section IX(c) shall be waived with respect to each such representation or warranty and the requirements of Section IX (b) shall be waived with respect to each such agreement or covenant; and (iii) Seller shall not be deemed to be in material breach of any such representation, warranty, agreement or covenant for purposes of Section 10.2(b) hereof as a result of any such Manager or Franco Breach or as a result of the event, circumstance or condition causing such Manager or Franco Breach.