Post-Closing Liability Sample Clauses
The Post-Closing Liability clause defines the responsibilities and obligations of the parties that continue after the completion of a transaction, such as a merger or acquisition. This clause typically outlines which party is liable for certain claims, debts, or legal issues that arise after the closing date, and may specify time limits or caps on such liabilities. Its core function is to allocate risk between the parties and provide clarity on who bears responsibility for post-closing matters, thereby reducing the potential for future disputes.
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Post-Closing Liability. The representations contained in this Contract shall survive the Closing for a period of nine (9) months (the “Survival Period”). Buyer acknowledges that it is a sophisticated buyer who is familiar with the ownership and operation of real estate projects similar to the Property, and Buyer and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Buyer to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Upon expiration of the Survival Period, all representations contained in this Contract will be deemed to have merged into the instruments of Closing and shall be of no further force or effect. Buyer must notify Seller in writing of any claim or cause of action for a breach of any representation not later than the expiration of the Survival Period, and any claim or cause of action brought with respect to a breach any representation (each, a “Recovery Action”) must be asserted not later than three (3) months after the expiration of the Survival Period. Time is of the essence with respect to the foregoing time periods, and any claim or cause of action not timely raised in a notice and asserted shall be barred. Buyer waives its right to bring a Recovery Action unless the damage to Buyer on account of such breach (individually or when combined with damages from other breaches) equals or exceeds $50,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered during the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $500,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered after the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $100. The provisions of this Section 13(c) shall survive the Closing. The remedies for any breach of a representation or warranty that occurs prior to Closing shall be governed by Sections 10 and 13(b).
Post-Closing Liability. AlliedSignal and Buyer shall pay and be solely liable for, and shall indemnify and hold Parent and Sellers harmless against, any obligation, cost or expense for severance pay, termination pay, salary continuation, special bonuses or like compensation under any Buyer plan, policy or arrangement which result from, or relate to, actions taken by AlliedSignal or Buyer or any Affiliate thereof after the Closing Date.
Post-Closing Liability. Except as solely provided in Section 9.02, Sellers shall not have any liability to the Buyer after the Closing, whether such liability would arise from claims under this Agreement, or from equitable, statutory, or common law causes of action.
Post-Closing Liability. The representations of Seller contained in this Agreement shall survive closing for a period of nine (9) months (the “Survival Period”). Buyer acknowledges that it is a sophisticated buyer who is familiar with the ownership and operation of real estate projects similar to the Property, and Buyer and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Buyer to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation and/or warranty. Upon expiration of the Survival Period, all representations and warranties contained in this Agreement will be deemed to have merged into the instruments of Closing and shall be of no further force or effect. Buyer must notify Seller in writing of any claim or cause of action for a breach of any representation and/or warranty not later than the expiration of the Survival Period, and any claim or cause of action brought with respect to a breach of a representation and/or warranty (each, a “Recovery Action”) must be asserted not later than six (6) months following expiration of the Survival Period. Time is of the essence with respect to the foregoing periods, and any claim or cause of action not timely raised in a notice and asserted shall be barred. Buyer agrees that, with respect to any alleged breach of representations and/or warranties in this Agreement discovered during the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to an amount of Five Hundred Thousand Dollars ($500,000).
Post-Closing Liability. Purchaser acknowledges that it is a sophisticated Purchaser who is familiar with the ownership and operation of real estate projects similar to the Property, and Purchaser and Seller have negotiated and agreed that Purchaser shall be able to fully investigate the Property and Seller's representations during the Inspection Period, as defined in Section 6.2 above. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE LIMITED WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS- IS", "WHERE IS" CONDITION AND BASIS WITH ALL FAULTS.
Post-Closing Liability
Post-Closing Liability. Sellers agree to indemnify Buyer against and hold Buyer harmless from any loss, damage, cost (including, without limitation, reasonable attorneys’ fees) or liability which Buyer may incur as a consequence of Sellers’ breach of any of representations and warranties contained in Section 35.1 contained herein in any material respect. Buyer shall be deemed to have waived any claim of breach of representations and warranties contained in Section 35.1 which Sellers identify in the Sellers’ Certificate if Buyer elects to close. This indemnification obligation shall survive the Closing for a period of six (6) months (the “Survival Period”). Notwithstanding anything contained in this Agreement, Buyer shall not assert, and Sellers shall have no liability for, any claim against Sellers for breach(es) of said representations and warranties in this Agreement (except in the event of fraud or intentional acts by Seller), unless and until such claims shall exceed Ten Thousand Dollars ($10,000.00) in aggregate, and thereafter, Buyer may assert against Sellers any of such claims so aggregated to exceed such $10,000 threshold in their full amount, beginning with the “first dollar” of any such claims.
Post-Closing Liability. All other liabilities and obligations arising out of or relating to the E&PA Business to the extent such liabilities and obligations arise out of or relate to periods beginning on or after the Closing Date.
Post-Closing Liability. The Joinder to this Amendment executed by Farallon Special Investment Partners II, L.P., a California limited partnership, and Farallon Capital Partners, L.P., a California limited partnership, satisfies the condition set forth in Section 9.3.7 of the Sale Agreement that Seller deliver a joinder to the Sale Agreement from a “credit entity” and, accordingly, ARC Real Estate Holdings, LLC, a Delaware limited liability company, has no further obligation to maintain assets as contemplated by the first sentence of Section 9.3.7 of the Sale Agreement. Sellers further agree that, from and after Closing until the expiration of the Claims Survival Period, American Residential Communities JV LLC, a Delaware limited liability company, will directly or through its wholly-owned subsidiaries maintain assets with an aggregate value of at least $15,000,000 (less any amount actually recovered from time to time by Buyer or its affiliates from Seller or its affiliates out of claims made under or arising out of the Sale Agreement and/or the Transaction).
Post-Closing Liability. Neither Buyer, nor any affiliate of Buyer, shall have any obligation to continue the employment of any Facility Employee and, subject to the terms of this Article 12, shall not be liable to any employee for any wages, salaries, bonuses, vacation days, sick days or personal days in which said Facility Employee may have acquired an accrued or vested right by virtue of, or in connection with, their employment by Seller and Licensees. Seller and Licensees shall and hereby agree to indemnify and save Buyer, and its affiliates, harmless from and against any liability for wages, salaries, bonuses, accrued vacation days, sick days and personal days to be paid to Facility Employees on account of services rendered prior to Closing. Notwithstanding anything to the contrary herein contained, there shall be no apportionment or proration of medical, pension, welfare benefits, other employee benefits or other fringe benefits (hereinafter collectively referred to as “benefits”) and Seller and Licensees shall remain liable for and hereby indemnifies and saves Buyer, and its affiliates, harmless from and against all benefits due to Facility Employees under plans in which Facility Employees participate prior to Closing, and all payments due on the plans providing such benefits. Seller and Licensees shall also remain responsible for and hereby indemnifies and saves Buyer, and its affiliates, harmless from any severance pay which may become due to any of the Facility Employees whose employment ends at or prior to Closing as a result of this transaction, whether due to Seller’s and Licensees’ employment policies or as a matter of law. Seller and Licensees agree to give all affected Facility Employees written notice of termination of participation of employees working at the Facilities in any applicable 401(K) or other pension or retirement plan affecting the employees.