Common use of Defaults Discovered Post-Closing Clause in Contracts

Defaults Discovered Post-Closing. If Buyer closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Buyer discovers a breach of any Seller’s representations, warranties, covenants or indemnities hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Buyer shall have the right, until the applicable Survival Date, to ▇▇▇ such Seller for actual direct damages incurred by Buyer as a result of such breach or breaches. However, in the event of a claim for a breach of representation or warranty, no individual Seller shall have any liability to Buyer for all or any of such matters in excess of *** ******* (**) of the ******* ***** allocated to such ******** ******** (the “************ ****** ***”) and no claim for breach of a representation or warranty may be made unless the claims, individually or in the aggregate, shall be in excess of **** ** *** **** ******* ****** *** *** **** ******** (the “******* ******”) after taking into account all prior claims and then only to the extent such claims are in excess of the ******* ******, and then only to the extent of the excess over the ******* ******. Buyer shall not enter any judgment or collect an amount in excess of the ************ ****** *** for a breach of a representation or warranty. Notwithstanding anything contained herein to the contrary, if Buyer had knowledge of a default by a Seller on the Closing Date and Buyer elects to close the transaction contemplated herein, Buyer shall be deemed to have irrevocably waived such default and Sellers shall not have any liability with respect to such default. Further, notwithstanding anything to the contrary contained herein, the ************ ****** *** and the Minimum Amount shall not apply to a breach of any Seller covenants to apportion or pay funds after Closing pursuant to Articles VI, XI and XVI herein or Seller indemnities for investment banker broker claims pursuant to Article XVIII below or pay for attorneys’ fees pursuant to Section 24.10 below.

Defaults Discovered Post-Closing. If Buyer Purchaser closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Buyer Purchaser discovers a breach of any Seller’s representations, warranties, covenants or indemnities hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Buyer shall Purchaser shall, provided that Purchaser is not then in default under this Agreement beyond any applicable notice and cure period, have the right, until the applicable Survival DateSuit Deadline, to ▇▇▇ such Seller for actual direct damages incurred by Buyer Purchaser as a result of such breach or breaches. However, in the any such event of a claim for a breach of representation or warrantyevents, no individual Seller shall have any no liability to Buyer Purchaser for all or any of such matters individually or in the aggregate in excess of *** ******* One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents (**$166,666.67) of the ******* ***** allocated to such ******** ******** (the “************ ****** ***Post-Closing Damage Cap”) and no claim for breach of a representation representation, warranty, covenant or warranty indemnity may be made unless the claims, individually or in the aggregate, shall be in excess of **** ** *** **** ******* ****** *** *** **** ******** Ten Thousand and No/100 Dollars ($10,000.00) (the “******* ******Minimum Amount”) after taking into account all prior claims and then only to the extent such claims are in excess of the ******* ******Minimum Amount, and then only to the extent of the excess over the ******* ******Minimum Amount. Buyer Purchaser shall not enter any judgment or collect an amount in excess of the ************ ****** *** for a breach of a representation or warrantyPost-Closing Damage Cap. Notwithstanding anything contained herein to the contrary, if Buyer Purchaser had knowledge of a default by a Seller on the Closing Date and Buyer Purchaser elects to close the transaction contemplated herein, Buyer Purchaser shall be deemed to have irrevocably waived such default and Sellers Seller shall not have any liability with respect to such default. Further, notwithstanding anything to the contrary contained herein, the ************ ****** *** and the Minimum Amount shall not apply to a breach of any Seller covenants to apportion or pay funds after Closing pursuant to Articles VI, XI and XVI herein or Seller indemnities for investment banker broker claims pursuant to Article XVIII below or pay for attorneys’ fees pursuant to Section 24.10 below.

Defaults Discovered Post-Closing. If Buyer closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Buyer discovers a breach of any Seller’s representations, warranties, covenants or indemnities hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Buyer shall have the right, until the applicable Survival Date, to ▇s▇▇ such Seller for actual direct damages incurred by Buyer as a result of such breach or breaches. However, in the event of a claim for a breach of representation or warranty, no individual Seller shall have any liability to Buyer for all or any of such matters in excess of *** ******* (**) of the ******* ***** allocated to such ******** ******** (the “************ ****** ***”) and no claim for breach of a representation or warranty may be made unless the claims, individually or in the aggregate, shall be in excess of **** ** *** **** ******* ****** *** *** **** ******** (the “******* ******”) after taking into account all prior claims and then only to the extent such claims are in excess of the ******* ******, and then only to the extent of the excess over the ******* ******. Buyer shall not enter any judgment or collect an amount in excess of the ************ ****** *** for a breach of a representation or warranty. Notwithstanding anything contained herein to the contrary, if Buyer had knowledge of a default by a Seller on the Closing Date and Buyer elects to close the transaction contemplated herein, Buyer shall be deemed to have irrevocably waived such default and Sellers shall not have any liability with respect to such default. Further, notwithstanding anything to the contrary contained herein, the ************ ****** *** and the Minimum Amount shall not apply to a breach of any Seller covenants to apportion or pay funds after Closing pursuant to Articles VI, XI and XVI herein or Seller indemnities for investment banker broker claims pursuant to Article XVIII below or pay for attorneys’ fees pursuant to Section 24.10 below.

Defaults Discovered Post-Closing. If Buyer Purchaser closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Buyer Purchaser discovers a breach of any of Seller’s representations, warranties, covenants representations or indemnities warranties hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Buyer other than the Deeds, Leases and Guaranties (to which it is acknowledged the Survival Date and the Post-Closing Cap do not apply), Purchaser shall have the right, until the applicable Survival Datetime period set for in Section 26.2, to ▇▇▇ such Seller for actual direct damages incurred by Buyer Purchaser as a result of such breach or breaches. However, in the any such event of a claim for a breach of representation or warrantyevents, no individual Seller shall not have any liability to Buyer Purchaser for all or any of such matters in excess of *** ******* ONE MILLION AND NO/100 DOLLARS (**$1,000,000.00) of in the ******* ***** allocated to such ******** ******** aggregate (the “************ ****** ***Post-Closing Damage Cap”) and ). However, in any such event or events, no claim for breach of a representation or warranty may be made unless the claims, individually or in the aggregate, shall be in excess of **** ** *** **** ******* ****** *** *** **** ******** FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) (the “******* ******Floor”) after taking into account all prior ), in which event the full amount of such claims and then only (i.e., without regard to the extent such claims are in excess of the ******* ******, and then only to the extent of the excess over the ******* ******Floor) shall be actionable. Buyer Purchaser shall not seek, pursue, or enter any judgment or collect (or attempt to collect) an amount in excess of the ************ ****** *** for a breach Post-Closing Damage Cap. The provisions of a representation or warranty. Notwithstanding anything contained herein to the contrary, if Buyer had knowledge of a default by a Seller on this Section 18.4 shall survive the Closing until the Survival Date and Buyer elects to close the transaction contemplated herein, Buyer shall be deemed to have irrevocably waived such default and Sellers shall not have any liability with respect to such default. Further, notwithstanding anything to the contrary contained herein, the ************ ****** *** and the Minimum Amount shall not apply to a breach of any Seller covenants to apportion or pay funds after Closing pursuant to Articles VI, XI and XVI herein or Seller indemnities for investment banker broker claims pursuant to Article XVIII below or pay for attorneys’ fees pursuant to set forth in Section 24.10 below26.1.

Defaults Discovered Post-Closing. If Buyer Purchaser closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Buyer Purchaser discovers a breach of any Seller’s representations, warranties, covenants or indemnities hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Buyer shall Purchaser shall, provided that Purchaser is not then in default under this Agreement beyond any applicable notice and cure period, have the right, until the applicable Survival DateSuit Deadline, to ▇▇▇ such Seller for actual direct damages incurred by Buyer Purchaser as a result of such breach or breaches. However, in the any such event of a claim for a breach of representation or warrantyevents, no individual Seller shall have any no liability to Buyer Purchaser for all or any of such matters individually or in the aggregate in excess of *** ******* Five Hundred Thousand and No/100 Dollars (**$500,000.00) of the ******* ***** allocated to such ******** ******** (the “************ ****** ***Post-Closing Damage Cap”) and no claim for breach of a representation representation, warranty, covenant or warranty indemnity may be made unless the claims, individually or in the aggregate, shall be in excess of **** ** *** **** ******* ****** *** *** **** ******** Ten Thousand and No/100 Dollars ($10,000.00) (the “******* ******Minimum Amount”) after taking into account all prior claims and then only to the extent such claims are in excess of the ******* ******Minimum Amount, and then only to the extent of the excess over the ******* ******Minimum Amount. Buyer Purchaser shall not enter any judgment or collect an amount in excess of the ************ ****** *** for a breach of a representation or warrantyPost-Closing Damage Cap. Notwithstanding anything contained herein to the contrary, if Buyer Purchaser had knowledge of a default by a Seller on the Closing Date and Buyer Purchaser elects to close the transaction contemplated herein, Buyer Purchaser shall be deemed to have irrevocably waived such default and Sellers Seller shall not have any liability with respect to such default. Further, notwithstanding anything to the contrary contained herein, the ************ ****** *** and the Minimum Amount shall not apply to a breach of any Seller covenants to apportion or pay funds after Closing pursuant to Articles VI, XI and XVI herein or Seller indemnities for investment banker broker claims pursuant to Article XVIII below or pay for attorneys’ fees pursuant to Section 24.10 below.