Limitations on Purchaser's Post-Closing Claims Sample Clauses

Limitations on Purchaser's Post-Closing Claims. Notwithstanding any provision to the contrary herein (but subject to the last sentence of this Section 11.3) or in any document or instrument (including any deeds or assignments) executed by any Seller and delivered to Purchaser or any Applicable Transferee at or in connection with the Closing (excluding the Lease, the Memorandum of Lease, the Management Agreement, the Memorandum of Management Agreement, and any exhibit thereto, collectively, "Closing Documents"), no Seller shall have (and each Seller is exculpated and released from any) liability whatsoever with respect to any suits, actions, proceedings, investigations demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses or costs, including without limitation, attorneys' and experts' fees and costs of investigation and remediation costs (collectively, "Claims") under, and Purchaser shall be forever barred from making or bringing any Claims with respect to, any of the representations and warranties, covenants and indemnities contained in this Agreement or in any Closing Document, except to the extent (and only to the extent) that the aggregate amount of all Claims for breach of such Seller's representations and warranties, covenants and indemnities either (A) with respect to a particular Property exceeds One Hundred Thousand Dollars ($100,000) or (B) with respect to more than one Property exceeds Five Hundred Thousand Dollars ($500,000) in the aggregate (in either event, 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, 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 a particular Property shall not exceed two and one-half percent (2.5%) of the Allocated Purchase Price of such Property (the "Cap Amount"). Further, notwithstanding any provision to the contrary herein or in any Closing Document, Sellers shall have no liability with respect to any Claim under any of the representations and warranties, covenants and indemnities contained in this Agreement or in any Closing Document, which Claim relates to or arises in connection with (1) any Hazardous Materials (except solely to the extent that a Seller has breached its representation in Section 6.1(j) (Environmental...
Sample 1
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Related to Limitations on Purchaser's Post-Closing Claims

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Purchaser’s Deliveries in Escrow As of or prior to the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:

  • Buyer's Closing Obligations At the Closing, Buyer shall:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

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