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. Seller and Purchaser agree that the representations and warranties of Seller in Section 4.3(a) of this Agreement shall survive for a period of two hundred seventy (270) days after the Closing Date ("Survival Period"). Written notification of any claim arising from an alleged breach of Seller's representations and warranties must be received by Seller prior to the expiration of the Survival Period or such claim shall be forever barred and Seller shall have no liability with respect thereto; provided, however, in the event of a valid claim made by Purchaser in writing related to a Seller representation during the Survival Period, the Survival Period shall be extended only with respect to such claim until such claim is adjudicated or otherwise settled by the parties. Notwithstanding the foregoing, the maximum aggregate liability for which either Seller shall be responsible with respect to a breach of the representations and warranties made by such Seller herein shall not exceed one percent (1%) of the Purchase Price allocated to the applicable Property as set forth on Schedule "E" attached hereto, and recovery of damages up to that amount is Purchaser's sole and exclusive remedy for any such breach. Purchaser shall not seek, and Seller shall not be liable for any consequential, indirect, special or punitive damages of any nature as a result of the breach of any of Seller's representations and warranties hereunder. Purchaser shall not be entitled to any recovery pursuant to this Section 9.22 unless and until the aggregate amount of losses for which Purchaser is otherwise entitled to indemnification pursuant to this Section 9.22 exceeds $25,000; provided, however, that to the extent the aggregate amount of such losses exceeds such threshold, Purchaser shall be entitled to recover all losses (including the first $25,000). The provisions of this Section 9.22 shall survive Closing.
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. The representations contained in this Contract shall survive the Closing for a period of seven (7) 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 of 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. 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. SECTION 12.1
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. 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. 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. 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).
