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. From and after the Closing, but subject to the limitations set forth in this Section 14.4 and Section 14.5, and, as applicable, the Survival Period, Seller shall be liable for losses (including reasonable attorneys’ fees), incurred by Buyer, to the extent arising out of, or relating to (i) any breach of of a representation of warranty of Seller contained in this Agreement or in any document delivered by Seller in connection with Closing, and (ii) any breach of a covenant of Seller contained in this Agreement or any document delivered by Seller in connection with Closing. Notwithstanding anything contained in this 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 Agreement to make a claim against Seller for damages that Buyer incurs or may incur, or to rescind this 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, Buyer had the right to terminate the Agreement, 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 $750,000 (the “Threshold”). 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 the facts and circumstances with respect to such breach of a representation or warranty were disclosed in the Data Room, the estoppel certificate executed and delivered by Schwab, or disclosed in writing by Seller, its broker or its other agents, in each case prior to the Close of Escrow, in sufficient detail to identify the nature and scope of the matter disclosed. 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 claim...
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. Notwithstanding Sections 10.1 and 10.2 above, from and after the Closing, each party shall have the right to pursue its actual (but not consequential or punitive) damages against the other party for: (a) a breach of any covenant or agreement contained herein that is performable after or that expressly survives the Closing (including the indemnification obligations contained in this Contract), and (b) a breach of any representation or warranty in this Contract, provided notice thereof is given to the other party within one (1) year after the Closing.
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. 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.
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. 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.
