Post-Closing Remedies. After Closing, Seller and Purchaser shall, subject to the terms and conditions of this Agreement, have such rights and remedies as are available at law or in equity, except that neither Seller nor Purchaser shall be entitled to recover from the other consequential or special damages.
Post-Closing Remedies. Notwithstanding the provisions of Sections 6.1 and 6.2 above, in the event that after the termination of this Agreement or after Closing, as the case may be, a party (the “Defaulting Party”) breaches an obligation hereunder which is expressly stated herein to survive the termination of this Agreement or Closing, as the case may be, the Defaulting Party shall be liable to the other party (the “Non-Defaulting Party”) for the direct, 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 Remedies. From and after each Closing, Sellers and Purchaser shall, subject to the terms and conditions of this Agreement, including, without limitation, the terms of Section 7.3 above and Section 11.1 below, have such rights and remedies as are available at law or in equity, except that, except as otherwise set forth herein, neither Sellers nor Purchaser shall be entitled to recover from the other consequential, incidental, indirect, punitive or special damages. Nothing contained in this Section 7.4 limits the terms of Section 7.1.
Post-Closing Remedies. Notwithstanding anything contained in this Restated Agreement to the contrary, in the event the Close of Escrow occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Restated Agreement to make a claim against Seller for damages that Buyer incurs or may incur, or to rescind this Restated Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties being untrue, inaccurate or incorrect when made if (1) Buyer had knowledge or is “deemed to have known” at the time of the Close of Escrow that such representation or warranty was untrue, inaccurate or incorrect when made and Buyer nevertheless consummates the purchase of the Property hereunder, or (2) Buyer’s damages as a result of such representations or warranties being so untrue, inaccurate or incorrect are, in the aggregate, less than $500,000 (the “Basket”), provided that once the Basket has been exceeded, Seller shall be responsible on a joint and several basis for the entirety of all claims (not just the amount in excess of the Basket). Buyer shall be “deemed to have known” at the time of the Close of Escrow that a representation or warranty was untrue, inaccurate or incorrect when made if any Data Site Information, any Acceptable Estoppel Certificate delivered to Buyer prior to Closing pursuant to Section 7.7 but only to the extent the estoppel certificate confirms, without qualification, a fact to which a Seller has represented in Section 8.1, or any other information or materials contained in the certificate delivered by Seller at Closing pursuant to Section 10.1.6, contains any information which contradicts such representation or warranty by Seller, or if prior to Closing Seller shall have notified Buyer in writing that such representation or warranty was untrue, inaccurate, or incorrect when made. Seller’s representations and warranties contained in Section 8.1, as reaffirmed and restated by Seller at Closing, shall survive the Close of Escrow for the Survival Period, unless Buyer asserts a breach of any such representation or warranty in a written notice delivered to Seller prior to the expiration of the Survival Period, in which case such applicable representation or warranty shall survive until Buyer’s claims set forth in such written notice have been resolved. For purposes of this Restated Agreement, references to “Buyer’s knowledge,” “the knowledge of Buyer,” or wor...
Post-Closing Remedies. The limitations on remedies contained in Paragraphs 14(a) and (b) above shall apply only to any defaults under this Agreement arising prior to the date of Closing. The remedies of the parties hereto for the breach of any agreements, covenants or warranties which this Agreement specifically provides are to survive the Closing shall be limited to the right to recover from the breaching party the actual damages reasonably incurred by the non-breaching party resulting from the breach, and/or such equitable relief as may be appropriate under the circumstances, the parties each hereby waiving its right to recover indirect, consequential, special or other damages caused by the other’s breach.
Post-Closing Remedies. Each party shall have the right to pursue its actual (but not consequential, special, extraordinary or punitive) damages against the other party for: (1) a breach of any covenant or agreement contained herein that is performable after or that survives any Closing (including the indemnification obligations contained in this Agreement), and (2) a breach of any representation or warranty in this Agreement, which survives any Closing. This subsection shall not apply to any obligation of Buyer to purchase Lots.
Post-Closing Remedies. After the Closing Date, except for (and excluding) those breaches of obligations or other matters for which this Agreement provides specific and exclusive remedies to a particular party (including, without limitation, Section 21.2(c)), each party retains, and may pursue, all rights available at law or in equity by reason of the other party's failure to keep or perform such other party's agreements or obligations under this Agreement pertaining to the period after the Closing Date. The provisions of this Article 22 shall survive the Closing.
Post-Closing Remedies. The provisions of Section 7.1 and Section 7.2 shall not be construed to prevent a Defaulting Party from pursuing after Closing its remedies for breach of a Surviving Obligation in accordance with (and subject to the limitations set forth in) Section 5.4.
Post-Closing Remedies. It is the intent of Seller and Purchaser that no suit for damages may be brought with respect to any aspect of the transaction contemplated herein and the sole remedies of Seller and Purchaser are set out in Section 5.01 and Section 5.02, except however, that from and after each Closing, each party will have the right to pursue its actual damages against the other party (i) for a breach of any covenant or agreement contained herein that is performable after or that survives a particular Closing (including the indemnification obligations of the Parties contained this Contract, but excluding a failure to close Lots in accordance with Section 3.01), and (ii) for a breach of any representation or warranty made by the other party in this Contract. If no Closing occurs, each party will have its respective rights and remedies under Section 5.01 and Section 5.02, as applicable. In addition, if this Contract is terminated, each party will have all available remedies against the other party for a breach of the other party’s obligations contained in this Contract that are expressly provided herein as surviving the termination of this Contract. However, in no event will either party be liable for (and the Parties hereby waive all rights to) any speculative, consequential or punitive damages. In no event will this paragraph apply to the obligation to close any of the Lots, it being the Parties’ intent that only Section 5.01 and Section 5.02 apply to the failure to close any of the Lots.
Post-Closing Remedies. If, after the Closing, Buyer or Seller fails to perform any of its obligations hereunder that expressly survive the Closing pursuant to the terms of this Agreement, or Buyer or Seller first discovers that the other materially breached any of the representations or warranties as of the Effective Date or as of the Closing Date or any of the covenants under this Agreement, then Seller and Buyer may, subject to Section 11.6 or 11.7, as applicable below, and within the survival period, exercise any remedies available to it at law or in equity, in any order it deems appropriate in its sole and absolute discretion, including, without limitation, seeking specific performance or damages, and in such event, the liquidated damages provisions contained in Section 11.1(b) or remedies under Section 11.2 shall not apply.
