Common use of Maximum Aggregate Liability of Seller Clause in Contracts

Maximum Aggregate Liability of Seller. Subject to any limitations on Seller’s liability contained elsewhere in this Agreement, if the Closing occurs, the maximum aggregate liability of the Seller for claims against Seller for a post-Closing breach of Seller’s Warranties (but expressly excluding any claims arising under the Leaseback Lease and the Lease Guaranty), and the maximum aggregate amount which may be awarded to and collected at any time by Buyer for claims against Seller for a post-Closing breach of Seller’s Warranties (but expressly excluding any claims arising under the Leaseback Lease and the Lease Guaranty), shall not exceed an amount equal two percent (2%) of the Purchase Price for the Properties purchased by B▇▇▇▇ at the Closing (the “Cap Amount”), in the aggregate. Notwithstanding any provision to the contrary contained in this Agreement or the Closing documents, Buyer shall not have any recourse against any member, partner, shareholder, officer, director, beneficial owner, employee, advisor or agent of Seller for any liabilities of Seller for claims against Seller for a post-Closing breach of Seller’s Warranties (but expressly excluding any claims arising under the Leaseback Lease and the Lease Guaranty). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Basket Amount or the Cap Amount apply to claims by Buyer under (i) the Leaseback Lease or the Lease Guaranty, (ii) the following sections of this Agreement: Section 33 [attorneys’ fees], Section 4.2 [prorations], Section 15.2 [brokers], Section 10.3 [costs], or Section 34 [California Successor Liability] or (iii) any acts constituting fraud by S▇▇▇▇▇, as determined by a court of competent jurisdiction in a non-appealable decision.

Maximum Aggregate Liability of Seller. Subject to any limitations on Seller’s liability contained elsewhere in this Agreement, if the Closing occurs, the maximum aggregate liability of the Seller for claims against Seller for a post-Closing breach of Seller’s Warranties (but expressly excluding any claims arising under the Leaseback Lease and the Lease Guaranty), and the maximum aggregate amount which may be awarded to and collected at any time by Buyer for claims against Seller for a post-Closing breach of Seller’s Warranties (but expressly excluding any claims arising under the Leaseback Lease and the Lease Guaranty), shall not exceed an amount equal two percent (2%) of the Purchase Price for the Properties purchased by B▇▇▇▇ at the Closing (the “Cap Amount”), in the aggregate. Notwithstanding any provision to the contrary contained in this Agreement or the Closing documents, Buyer shall not have any recourse against any member, partner, shareholder, officer, director, beneficial owner, employee, advisor or agent of Seller for any liabilities of Seller for claims against Seller for a post-Closing breach of Seller’s Warranties (but expressly excluding any claims arising under the Leaseback Lease and the Lease Guaranty). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Basket Amount or the Cap Amount apply to claims by Buyer under (i) the Leaseback Lease or the Lease Guaranty, (ii) the following sections of this Agreement: Section 33 [attorneys’ fees], Section 4.2 [prorations], Section 15.2 [brokers], Section 10.3 [costs], or Section 34 [California Successor Liability] or Section 35 [Nevada Successor Liability] or (iii) any acts constituting fraud by S▇▇▇▇▇, as determined by a court of competent jurisdiction in a non-appealable decision.