Common use of Limitations of Purchaser’s Post-Closing Claims Clause in Contracts

Limitations of Purchaser’s Post-Closing Claims. Notwithstanding anything in this Agreement to the contrary, including any language limiting representations and warranties or covenants of Sellers to each’ s respective Property, but in all cases subject to the following sentence, each of the Sellers shall be jointly and severally liable for the obligations and liabilities of each other Seller under this Agreement, subject to the following limitations. Notwithstanding any provision to the contrary herein or in any document or instrument (including any xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to Purchaser at or in connection with the Closing (collectively, “Closing Documents”), no Seller shall have (and each Seller is exculpated and released from) any Claim or liability whatsoever with respect to, and Purchaser shall be forever barred from making or bringing any Claims or asserting any liability against a Seller with respect to (i) any of the representations and warranties, covenants or indemnities contained in this Agreement or in any Closing Document made by any of the Sellers, unless and until the aggregate amount of all losses actually incurred by the Purchaser for a breach of the representations and warranties made and undertaken in this Agreement by any or all of the Sellers exceeds the Threshold Amount (in which case Purchaser may bring a Claim for the total amount of such losses, including amounts below the Threshold Amount); and (ii) any of the representations and warranties made and undertaken in this Agreement or in any document executed or delivered at Closing by any or all of the Sellers, if and to the extent that the total liability of all of the Sellers for breaches of any of the foregoing would exceed the Cap Amount. As used herein: (i) “Threshold Amount” means an amount equal to One Hundred Thousand Dollars ($100,000), and (ii) the “Cap Amount” means an amount equal to 2% of the Purchase Price. The Threshold Amount and Cap Amount shall not apply to Seller Estoppel Certificates or the Sellers’ indemnification obligations under Sections 5.5.13, 7.2.4(l), Article 10, and Section 12.22.4 of this Agreement.

Limitations of Purchaser’s Post-Closing Claims. Notwithstanding anything in this Agreement to the contrary, including any language limiting representations and warranties or covenants of Sellers to each’ s respective Property, but in all cases subject to the following sentence, each Each of the Sellers shall be jointly and severally liable for the obligations and liabilities of each other Seller under this Agreement, subject to the following limitations. Notwithstanding any provision to the contrary herein or in any document or instrument (including any xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to Purchaser at or in connection with the Closing (collectively, “Closing Documents”), no Seller shall have (and each Seller is exculpated and released from) any Claim or liability whatsoever with respect to, and Purchaser shall be forever barred from making or bringing any Claims or asserting any liability against a Seller with respect to (i) any of the representations and warranties, covenants or indemnities contained in this Agreement or in any Closing Document made by any of the Sellers, unless and until (and only to the extent) that the aggregate amount of all losses actually incurred by the Purchaser for a breach of the representations and warranties warranties, covenants and indemnities made and undertaken in this Agreement by any or all of the Sellers exceeds the Threshold Amount (in which case Purchaser may bring a Claim for the total amount of such losses, including amounts below the Threshold Amount); and (ii) any of the representations and warranties warranties, covenants and indemnities made and undertaken in this Agreement or in any document executed or delivered at Closing by any or all of the Sellers, if and to the extent that the total liability of all of the Sellers for breaches of any of the foregoing would otherwise exceed the Cap Amount. As used herein: (i) “Threshold Amount” means an amount equal to One Hundred Thousand Dollars ($100,000), and (ii) the “Cap Amount” means an amount equal to 21.4% of the Purchase Price. The Threshold Amount and Cap Amount shall not apply to Seller Estoppel Certificates or the Sellers’ indemnification obligations under Sections 5.5.13, 7.2.4(l), Article 10, and Section 12.22.4 of this Agreement.

Limitations of Purchaser’s Post-Closing Claims. Notwithstanding anything in this Agreement to the contrary, including any language limiting representations and warranties or covenants of Sellers to each’ s respective Property, but in all cases subject to the following sentence, each of the Sellers shall be jointly and severally liable for the obligations and liabilities of each other Seller under this Agreement, subject to the following limitations. Notwithstanding any provision to the contrary herein or in any document or instrument (including any xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to Purchaser at or in connection with the Closing (excluding the Bridging Lease and the Bridging Management Agreement and any other documents in connection with the bridging of licenses, if applicable, collectively, “Closing Documents”), no Seller Sellers shall have no (and each Seller is exculpated and released fromfrom any) any Claim or liability whatsoever with respect toto any Claims under, and Purchaser shall be forever barred from making or bringing any Claims or asserting any liability against a Seller with respect to (i) to, any of the representations and warranties, covenants or and indemnities contained in this Agreement or in any Closing Document made by any of the SellersDocument, unless and until the aggregate amount of all losses actually incurred by the Purchaser Claims for a breach of the all Sellers’ representations and warranties made warranties, covenants and undertaken in this Agreement by any or all of the Sellers indemnities exceeds the Threshold Amount (in which case Purchaser may bring a Claim for the total amount of such losses, including amounts below the Threshold Amount); and (ii) any of the representations and warranties made and undertaken in this Agreement or in any document executed or delivered at Closing by any or all of the Sellers, if and to the extent that the total liability of all of the Sellers for breaches of any of the foregoing would exceed the Cap Amount. As used herein: (i) “Threshold Amount” means an amount equal to One Hundred Thousand Dollars ($100,000) (the “Threshold Amount”) (but if such Claim(s) is/are valid and finally determined (or settled) to be in excess of the Threshold Amount, then the applicable Seller’s liability shall extend to the “first dollar” of Purchaser’s Claim), provided it is understood and agreed that the total liability of Sellers for any or all Claims in the aggregate with respect to all of the Properties shall not exceed Five Million Dollars (ii$5,000,000.00) (the “Cap Amount”), Two Million Five Hundred Thousand Dollars ($2,500,000) of which shall be placed in escrow with the Escrow Agent at Closing out of funds that would otherwise be payable to Sellers (the “Post-Closing Liability Escrow”), pursuant to the terms and conditions of Post-Closing Escrow Agreement, in form and content as attached hereto as Exhibit “P” means an amount equal (the “Post-Closing Escrow Agreement). Pursuant to 2% the terms of the Post-Closing Escrow Agreement, on the Survival Date, the Escrow Agent shall refund to Seller any remaining balance of the Post-Closing Liability Escrow (including any interest earned thereon), unless there is a Pending Claim (defined below), in which event the Post-Closing Liability Escrow shall remain in place until the Pending Claim is definitively resolved by agreement of the parties or final court order. (b) Section 9.6 of the Purchase Price. The Threshold Amount and Cap Amount shall not apply to Seller Estoppel Certificates or Sale Agreement is hereby deleted in its entirety and the Sellers’ indemnification obligations under Sections 5.5.13, 7.2.4(l), Article 10, and Section 12.22.4 of this Agreement.following is inserted in lieu thereof:

Limitations of Purchaser’s Post-Closing Claims. Notwithstanding anything in this Agreement to the contrary, including any language limiting representations and warranties or covenants of Sellers to each’ s respective Property, but in all cases subject to the following sentence, each of the Sellers shall be jointly and severally liable for the obligations and liabilities of each other Seller under this Agreement, subject to the following limitations. Notwithstanding any provision to the contrary herein or in any document or instrument (including any xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to Purchaser at or in connection with the Closing Closing, (collectively, “Closing Documents”), no Seller shall have (and each Seller is exculpated and released fromfrom any) any Claim or liability whatsoever with respect toto any Claims under, and Purchaser shall be forever barred from making or bringing any Claims or asserting any liability against a Seller with respect to (i) to, any of the representations and warranties, covenants or and indemnities contained in this Agreement or in any Closing Document made by any of Document, except to the Sellers, unless extent (and until only to the extent) that the aggregate amount of all losses actually incurred by the Purchaser Claims for a breach of the any Seller’s representations and warranties made warranties, covenants and undertaken indemnities exceed One Hundred Thousand and NO/100 Dollars ($100,000.00) (the “Threshold Amount”) (but if any such Claims are valid and are finally determined (or settled) to be in this Agreement by any or all excess of the Sellers exceeds the Threshold Amount (in which case Purchaser may bring a Claim for the total amount of such losses, including amounts below the Threshold Amount, then Seller’s liability shall extend to the “first dollar” of Purchaser’s Claims); and (ii) provided, however, notwithstanding any of provision to the representations and warranties made and undertaken in this Agreement contrary herein or in any document executed or delivered at Closing by any or all of the SellersDocument, if and to the extent that the total liability of a Seller for any or all of the Sellers for breaches of any of the foregoing would Claims with respect to its respective Property may not exceed the Cap Amount. As used herein: amount listed opposite such Seller’s name in Column 3 of Exhibit “L” (i) “Threshold Amount” means an amount equal to One Hundred Thousand Dollars ($100,000)each such amount, and (ii) the “Cap Amount”). The Cap Amount shall be placed in escrow with the Post-Closing Escrow Agent at Closing out of funds that would otherwise be payable to Sellers (the “Post-Closing Liability Escrow”), pursuant to the terms and conditions of Post-Closing Escrow Agreement, in form and content as attached hereto as Exhibit “M” means an (the “Post-Closing Escrow Agreement”). The amount equal to 2% of the Purchase PriceCap Amount for each Property shall be allocated based on the percentage contribution shown in Exhibit “L”. The Threshold Amount and Post-Closing Escrow Agreement shall further provide that on the date which is six (6) months after the Closing Date, the Post-Closing Escrow Agent shall refund to Sellers fifty percent (50%) of the Cap Amount unless there exists a Pending Claim, as hereinafter provided, and on the Survival Date, the Post-Closing Escrow Agent shall refund to Sellers any remaining balance of the Post-Closing Liability Escrow (including any interest earned thereon), in each case unless there is a Pending Claim, in which event the Post-Closing Liability Escrow shall remain in place until the Pending Claim is definitively resolved by agreement of the parties or final court order but all funds in the Post-Closing Liability Escrow, other than those funds that are to be retained by the Post-Closing Escrow Agent in accordance with the terms of the Escrow Agreement, shall be released to Sellers as of the Survival Date. If any amount remains in the Post-Closing Liability Escrow following the definitive resolution of the Pending Claim by agreement of the parties or final court order, such amount should be released to Sellers. For purposes of clarification, the terms of this Section 11.3 shall not apply to Seller Estoppel Certificates or any liability of Sellers to any third parties unaffiliated with Purchaser regarding the Sellers’ indemnification obligations under Sections 5.5.13, 7.2.4(l), Article 10, and Section 12.22.4 of this AgreementRetained Liabilities.

Limitations of Purchaser’s Post-Closing Claims. Notwithstanding anything in this Agreement to the contrary, including any language limiting representations and warranties or covenants of Sellers to each’ s respective Property, but in all cases subject to the following sentence, each of the Sellers shall be jointly and severally liable for the obligations and liabilities of each other Seller under this Agreement, subject to the following limitations. Notwithstanding any provision to the contrary herein or in any document or instrument (including any xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to Purchaser at or in connection with the Closing (excluding the Bridging Lease and the Bridging Management Agreement if applicable, collectively, “Closing Documents”), no Seller shall have (and each Seller is exculpated and released fromfrom any) any Claim or liability whatsoever with respect toto any Claims under, and Purchaser shall be forever barred from making or bringing any Claims or asserting any liability against a Seller with respect to (i) to, any of the representations and warranties, covenants or and indemnities contained in this Agreement or in any Closing Document made by any of Document, except to the Sellers, unless extent (and until only to the extent) that the aggregate amount of all losses actually incurred by the Purchaser Claims for a breach of the such Seller’s representations and warranties made warranties, covenants and undertaken indemnities with respect to a particular Property or more than one Property in this Agreement by any or all of the Sellers aggregate exceeds the Threshold Amount (in which case Purchaser may bring a Claim for the total amount of such losses, including amounts below the Threshold Amount); and (ii) any of the representations and warranties made and undertaken in this Agreement or in any document executed or delivered at Closing by any or all of the Sellers, if and to the extent that the total liability of all of the Sellers for breaches of any of the foregoing would exceed the Cap Amount. As used herein: (i) “Threshold Amount” means an amount equal to One Hundred Thousand Dollars ($100,000) (the “Threshold Amount”) (but if such Claim is valid and is finally determined (or settled) to be in excess of the Threshold Amount, then the applicable Seller’s liability shall extend to the “first dollar” of Purchaser’s Claim); provided, and however, notwithstanding any provision to the contrary herein or in any Closing Document, the total liability of a Seller for any or all Claims with respect to all of the Properties exceed Five Million Dollars (ii$5,000,000.00) (the “Cap Amount”), Two Million Five Hundred Thousand Dollars ($2,500,000) of which shall be placed in escrow with the Escrow Agent at Closing out of funds that would otherwise be payable to Sellers (the “Post-Closing Liability Escrow”), pursuant to the terms and conditions of Post-Closing Escrow Agreement, in form and content as attached hereto as Exhibit “P” means an amount equal (the “Post-Closing Escrow Agreement. On the Survival Date, the Escrow Agent shall refund to 2% Seller any remaining balance of the Purchase Price. The Threshold Amount and Cap Amount shall not apply to Seller Estoppel Certificates or the Sellers’ indemnification obligations under Sections 5.5.13, 7.2.4(lPost-Closing Liability Escrow (including any interest earned thereon), Article 10unless there is a Pending Claim (defined below), and Section 12.22.4 in which event the Post-Closing Liability Escrow shall remain in place until the Pending Claim is definitively resolved by agreement of this Agreementthe parties or final court order.

Limitations of Purchaser’s Post-Closing Claims. Notwithstanding anything in this Agreement to the contrary, including any language limiting representations and warranties or covenants of Sellers to each’ s respective Property, but in all cases subject to the following sentence, each of the Sellers shall be jointly and severally liable for the obligations and liabilities of each other Seller under this Agreement, subject to the following limitations. Notwithstanding any provision to the contrary herein or in any document or instrument (including any xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to Purchaser at or in connection with the Closing (collectively, “Closing Documents”), no Seller shall not have (and each Seller is exculpated and released from) any Claim or liability whatsoever with respect to, and Purchaser shall be forever barred from making or bringing any Claims or asserting any liability against a Seller with respect to (i) any of the representations and warranties, covenants or indemnities contained in this Agreement or in any Closing Document made by any of the SellersSeller, unless and until the aggregate amount of all losses actually incurred by the Purchaser for a breach of the representations and warranties made and undertaken in this Agreement by any or all of the Sellers Seller exceeds the Threshold Amount (in which case Purchaser may bring a Claim for the total amount of such losses, including amounts below the Threshold Amount); and (ii) any of the representations and warranties made and undertaken in this Agreement or in any document executed or delivered at Closing by any or all of the SellersSeller, if and to the extent that the total liability of all of the Sellers Seller for breaches of any of the foregoing would exceed the Cap Amount. As used herein: (i) “Threshold Amount” means an amount equal to One Hundred Twenty Five Thousand Dollars ($100,00025,000), and (ii) the “Cap Amount” means an amount equal to 2% of the Purchase Price$77,000. The Threshold Amount and Cap Amount shall not apply to Seller Estoppel Certificates or the Sellers’ Seller’s indemnification obligations under Sections 5.5.13, 7.2.4(l), Article 10, and Section 12.22.4 of this Agreement.