Survival; Liability Sample Clauses
Survival; Liability. Any and all of the representations and warranties ------------------- of Seller as contained in this Agreement shall be void and of no further force or effect whatsoever from and after one (1) year from the Closing Date. Consequently, Purchaser stipulates and agrees that from and after such one (1) year period, it is entitled to and agrees to claim no damages of any kind with respect to any alleged breach and/or violation of any of such representations and/or warranties of Seller. Furthermore, if Purchaser becomes aware prior to Closing of any breach and/or violation of any of Seller's representations or warranties as set forth herein, Purchaser shall give seller written notice of any such breach or violation, and during the fifteen (15) day period after such notice, Seller shall have the right, but not the obligation, to cure any such breach or violation to the reasonable satisfaction of Purchaser, and the Closing Date shall be extended for such fifteen (15) day period. In the event Purchaser becomes aware of any breach and/or violation of any Seller's representations and warranties prior to Closing and (a) Purchaser fails to give Seller notice thereof as required hereby or (b) following notice thereof, Seller fails or is unable to cure any such breach or violation to the reasonable satisfaction of Purchaser, Purchaser's sole remedy for any such breach or violation shall be to terminate this Agreement by delivering written notice of such termination to Seller on or before the Closing Date and neither party shall have any obligation hereunder, except the Surviving Obligations. Anything herein to the contrary notwithstanding, if Purchaser timely commences any action(s) to enforce any alleged breach and/or violation of any of the representations and/or warranties of Seller as set forth in this Agreement, then Purchaser's sole remedy shall be to seek recovery of its actual damages (but not special, speculative, punitive or other damages) and the amount of such damages, in the aggregate (with respect to any and all such breaches and/or violations) shall not exceed One Hundred Thousand and No/100 Dollars ($100,000.00), which sum shall include all of Purchaser's attorney's fees, costs, expert witness fees and court costs.
Survival; Liability. The representations, warranties and covenants of the respective parties set forth in this Agreement shall survive the Closing the transactions contemplated by this Agreement for a period of one year from the date of this Agreement.
Survival; Liability. (a) All representations and warranties contained herein, (i) shall survive until the second (2nd) anniversary of the date of the Closing (except with respect to fraud claims with respect to this Agreement), after which date they shall expire and have no further force or effect, and (ii) shall bind the parties’ successors, heirs and assigns (including, without limitation, any successor by way of acquisition, merger or otherwise), whether so expressed or not, and, except as otherwise provided, all such representations and warranties, covenants and agreements contained herein shall inure to the benefit of the parties (subject to Section 5.8 below) and their respective successors, heirs and assigns, whether so expressed or not.
(b) In no event shall the Seller’s liability with respect to any breach of its representations, warranties or covenants made hereunder or any other claim in respect of the transactions contemplated hereunder exceed the Purchase Price.
Survival; Liability. All representations and warranties in this Agreement will survive the Closing for a period of twelve (12) months following the Closing. All covenants, and obligations will survive the Closing until performance is completed in full. Unless any particular fact, situation or relevant information is Fairly Disclosed, the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Article 200 CO is expressly waived.
Survival; Liability. Except in the case of Fraud, none of the representations, warranties, covenants and agreements contained in this Agreement or in any other Transaction Document, nor any rights that could arise out of any breach of such representations, warranties, covenants, and agreements, shall survive the Closing, except for (a) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part following the Closing and (b) those rights arising out of any breach of those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part following the Closing.
Survival; Liability