Post-Closing Defaults. With respect to post-closing defaults, the parties agree that the non-defaulting party shall be entitled to exercise all remedies available at law or in equity, except that damages shall be limited to actual out-of-pocket costs and expenses incurred. The foregoing does not limit or control the remedies as are to be separately provided in the Lot Development Agreement.
Post-Closing Defaults. In the event that either Party materially breaches or defaults under this Agreement or the Transaction Documents after the Closing, and such material breach or default continues for ten (10) business days after written notice from the non-defaulting party to the defaulting party specifying such material breach or default, the non- defaulting party shall have the right to seek any available remedies at law or equity.
Post-Closing Defaults. The provisions of Sections 10.1 and 10.2 above are not intended to limit the parties’ respective rights and remedies for defaults that arise after Closing, including without limitation any breach of Seller’s Warranties first discovered post-closing, provided that all such rights and remedies shall be subject to and limited by the provisions of Section 8.3.6 and Section 13.15. Subject to said Sections 8.3.6 and 13.15, the provisions of this Section 10.3 shall survive Closing and not be merged therein.
Post-Closing Defaults. The parties agree that irreparable damage would result and that the parties would not have any adequate remedy at law if any of the provisions of this Agreement to be performed at any time from and after Closing were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached from and after Closing. It is accordingly agreed that the parties shall be entitled to equitable relief, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance, in addition to all other remedies available to the parties at law or in equity as a remedy for any such post-Closing breach or threatened breach, in the courts specified in Section 12.7 hereof. Each party agrees (a) not to object to any attempt by the other party to obtain any such equitable remedy (provided, that it is understood that clause (a) of this sentence is not intended to, and shall not, preclude any party from litigating on the merits the substantive claim to which such remedy relates) and (b) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.
Post-Closing Defaults. In the event that, after the Closing has occurred, Buyer or Seller (i) fails to perform or comply with any of its obligations or the terms contained in this Agreement or (ii) breaches any of its representations and warranties made herein, the injured party shall have all rights and remedies available at law or in equity, including damages, specific performance and termination of this Agreement, which remedies shall be cumulative and not exclusive, except for circumstances where an exclusive remedy is otherwise specified in this Agreement.
Post-Closing Defaults. If, following Closing, any party hereto --------------------- breaches any of its covenants, obligations, liabilities, indemnities or duties hereunder (other than the obligations of Purchaser and Seller contained in Section 3.3, the obligations of Seller pursuant to the Bulk Sale Indemnity and the obligations of Seller contained in Section 5.3), or in any documents or certificates executed and delivered by it, or if any of its representations and warranties which survive Closing prove to be false in any material respect as of the date deemed to be made (subject to the limitations in Section 6.2 above), ----------- the other party shall be entitled to recover from such defaulting party any and all damages (excluding any special, consequential and/or lost profit damages and subject to the limitations set forth in Sections 5.2, 6.1 and 6.2), costs and ------------------------- expenses, including reasonable attorneys' fees (whether incurred in connection with nonjudicial action, prior to trial or at trial, including any proceedings under the Bankruptcy Code, excluding, however, any attorneys' fees incurred on appeal) and expenses suffered or incurred by such other party as a result of such breach subject to the conditions contained herein. Notwithstanding the foregoing, neither party shall have liability to the other party for a breach of any of its covenants, obligations, liabilities, indemnities or duties hereunder, or in any documents or certificates executed and delivered by it, or if any of its representation or warranties which survive Closing are false in any material respect as of the date deemed to be made (a) unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand and No/100 Dollars ($50,000.00) in which event the full amount of such valid claims shall be actionable up to, but not in excess of, Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), and (b) unless written notice containing a description of the specific nature of such breach shall have been given by the claiming party to the other party prior to the expiration of the Survival Period and an action shall have been commenced by the claiming party against the other party within sixty (60) days after (a) the Survival Period or (b) if Seller has delivered to Purchaser Seller's Cure Notice, or if Purchaser has delivered to Seller Purchaser's Cure Notice, the expiration of the cure period as provided in Section 5.1 and Section 5.2 hereof,.
Post-Closing Defaults. Notwithstanding the provisions of Sections 12(a) and (b) above, if after termination of this Agreement or the Closing, as the case may be, a party (the "Defaulting Party") breaches an obligation under this Agreement which is expressly stated to survive the termination of this Agreement or the Closing, as the case may be, the Defaulting Party shall be liable to the other party (the "Non-Defaulting Party") for the actual damages incurred by the Non-Defaulting Party as a direct result of such breach. In no event shall the Non-Defaulting Party be entitled to recover from the Defaulting Party any punitive, consequential or speculative damages.
Post-Closing Defaults. In the event that either Investor LP or Operator LP (in this context a “Defaulting Party”) should default in its obligations which are expressly required to be performed after the Closing, including (without limitation) the indemnity obligations contained in Section 7.4 below (a “Post-Closing Default”), the party which is not the Defaulting Party (in this context a “Non-Defaulting Party”) may (i) enforce specific performance of this Agreement if available to redress such Post-Closing Default, (ii) bring suit for actual damages incurred on account of the Defaulting Party’s breach of this Agreement; or (iii) enforce any other right or remedy available to the Non-Defaulting Party under this Agreement or applicable law; provided, however, if the Non-Defaulting Party fails to pursue an action for specific performance within 60 days after notifying the Defaulting Party of the alleged Post-Closing Default, the Non-Defaulting Party shall be deemed to have irrevocably waived the right to seek specific performance under this Agreement.
Post-Closing Defaults. If, following Closing, any party hereto breaches any of its covenants, obligations, liabilities, indemnities or duties hereunder, or in any documents or certificates executed and delivered by it, or if any of its representations and warranties which survive Closing prove to be false in any material respect as of the date deemed to be made, the other party shall be entitled to recover from such defaulting party any and all damages (excluding any special, consequential and/or lost profit damages and subject to the limitations set forth in Sections 5.2, 6.1 and 6.2), costs and expenses, including reasonable attorneys' fees (whether incurred in connection with nonjudicial action, prior to trial, at trial or on appeal or review, including any proceedings under the Bankruptcy Code) and expenses suffered or incurred by such other party as a result of such breach.
Post-Closing Defaults. If, from and after Closing, any party hereto breaches any of its representations, warranties, covenants, obligations, liabilities, indemnities or duties hereunder, or in any documents or certificates executed and delivered by it, or if any of its representations and warranties prove to be false in any material respect as of the date deemed to be made, the other party shall be entitled to recover from such defaulting party any and all damages (excluding "lost profits," special and consequential damages), costs and expenses, including reasonable attorneys' fees (whether incurred in connection with nonjudicial action, prior to trial, at trial or on appeal or review, including any proceedings under the Bankruptcy Code) and expenses suffered or incurred by such other party as a result of such breach and to exercise any and all other rights and remedies as may be provided for at law or in equity. Anything herein to the contrary notwithstanding, in no event shall Seller be liable for any damages on account of a breach in excess of the amount of the Purchase Price actually paid by Purchaser to Seller; such excess damages being, in all respects, expressly waived by Purchaser hereby.
