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 xxx 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 have any liability to Buyer for all or any of such matters in excess 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 Xxxxx Xxxxx 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 Sellers 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 xxx 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, for such Seller, the following amounts of $2,000,000 (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 Xxxxx Xxxxx 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 Sellers Seller shall not have any liability with respect to such default.

Defaults Discovered Post-Closing. If Buyer Purchaser 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)Survival Date, Buyer Purchaser 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 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 expiration of the applicable survival periodSuit Deadline, to xxx such Seller for actual direct damages incurred by Buyer Purchaser 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 have any no liability to Buyer Purchaser for all or any of such matters individually or in the aggregate in excess of, for such Seller, the following amounts of One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($166,666.67) (the “Post-Closing Damage Cap”): Centennial Centre) and no claim for breach of a representation, L.L.C. $ 3,500,000 Eastern — Beltwaywarranty, Ltd. $ 2,000,000 Retail Development Partnerscovenant or indemnity may be made unless the claims, LLC $ 1,000,000 Virgin Territory LLC $ 1,000,000 Xxxxx Xxxxx Cornerindividually or in the aggregate, LLC $ 1,000,000 Except with respect 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 Master Lease Obligationsextent such claims are in excess of the Minimum Amount, Buyer and then only to the extent of the excess over the Minimum Amount. Purchaser 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 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.

Defaults Discovered Post-Closing. If Buyer Purchaser 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)Survival Date, Buyer Purchaser 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 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 expiration of the applicable survival periodSuit Deadline, to xxx such Seller for actual direct damages incurred by Buyer Purchaser 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 have any no liability to Buyer Purchaser for all or any of such matters individually or in the aggregate in excess of, for such Seller, the following amounts of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Post-Closing Damage Cap”): Centennial Centre) and no claim for breach of a representation, L.L.C. $ 3,500,000 Eastern — Beltwaywarranty, Ltd. $ 2,000,000 Retail Development Partnerscovenant or indemnity may be made unless the claims, LLC $ 1,000,000 Virgin Territory LLC $ 1,000,000 Xxxxx Xxxxx Cornerindividually or in the aggregate, LLC $ 1,000,000 Except with respect 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 Master Lease Obligationsextent such claims are in excess of the Minimum Amount, Buyer and then only to the extent of the excess over the Minimum Amount. Purchaser 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 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.