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 period (as expressly set forth in this Agreement), Buyer discovers a breach of any of 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 expiration of the applicable survival period, to ▇▇▇ Seller for actual direct damages incurred by Buyer as a result of such breach or breaches. However, except with respect to the Master Lease Obligations, in any such event or events, Seller shall not have any liability to Buyer for all or any of such matters in excess of $2,000,000 (the “Post-Closing Damage Cap”). Except with respect to the Master Lease Obligations, Buyer shall not enter any judgment or collect an amount in excess of the Post-Closing Damage Cap. Notwithstanding anything contained herein to the contrary, if Buyer had knowledge of a default by 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 Seller shall not have any liability with respect to such default.

Defaults Discovered Post-Closing. If Buyer closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable survival period (as expressly set forth in this Agreement), Buyer discovers a breach of any of 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 expiration of the applicable survival period, to ▇▇▇ such Seller for actual direct damages incurred by Buyer as a result of such breach or breaches. However, except with respect to the Master Lease Obligations, in any such event or events, no Seller shall not have any liability to Buyer for all or any of such matters in excess of $2,000,000 of, for such Seller, the following amounts (the “Post-Closing Damage Cap”). ): Centennial Centre, L.L.C. $ 3,500,000 Eastern — Beltway, Ltd. $ 2,000,000 Retail Development Partners, LLC $ 1,000,000 Virgin Territory LLC $ 1,000,000 ▇▇▇▇▇ ▇▇▇▇▇ Corner, LLC $ 1,000,000 Except with respect to the Master Lease Obligations, Buyer shall not enter any judgment or collect an amount in excess of the Post-Closing Damage Cap. 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 Seller Sellers shall not have any liability with respect to such default.