Pre-Closing Breaches. (a) Purchaser will promptly provide written notice (the "Pre-Closing Breach Notice") to Seller upon having knowledge of (i) any breach by Seller prior to Closing of its representations and warranties set forth in this Agreement (without giving effect to any materiality qualification), (ii) any breach by Seller of its covenants, (iii) failure to deliver any document required under Section 9.4(d) which is an Exhibit hereto or in the Disclosure Schedule (other than the lender estoppel certificates as provided for in Section 6.9, the certificates with respect to the Ground Leases as provided for in Section 6.10 and the certificates with respect to the REAs as provided for in Section 6.11) or any other document that Seller deliberately, intentionally and unreasonably fails to deliver and/or (iv) the occurrence of a Seller Material Adverse Event (with respect to item (iv) in the definition of Seller Material Adverse Event) (collectively, (but excluding in each case (x) matters constituting Material Title Defects or otherwise the subject of Section 3.4 (which are governed by Sections 3.4 and 10.3 for the failure to comply with Section 3.4) and (y) any matter related to the physical, structural and environmental condition (except a breach of Section 4.6) of the Properties (which are governed under Article 8) "Pre-Closing Breaches"). Such notice shall state Purchaser's Cure Value. If the aggregate amount of Purchaser's Cure Values attributable to Pre-Closing Breaches under all Sale Agreements is equal to or less than the Pre-Closing Threshold, as applicable, then Purchaser shall be required to proceed to Closing without any reduction in, abatement of or credit against the Purchase Price on account of the Pre-Closing Breaches, but the Pre-Closing Breaches shall be deemed to survive Closing and the Losses to Purchaser (or Losses that Purchaser would incur upon or after Closing) related thereto shall be subject to indemnification by Seller subject to the provisions of Article XI.
Pre-Closing Breaches. If the Closing does not occur for any reason, neither Parent nor Merger Sub shall have any recourse against any Signing Shareholder except with respect to, and only to the extent of damages caused by, breaches by such Signing Shareholder of its express obligations under this Agreement.
Pre-Closing Breaches. If, on or before five (5) days prior to the Closing Date, Buyer has Knowledge of any matter which Buyer has concluded constitutes a breach by Seller of any of Seller's representations and warranties set forth in Article 4.01 (other than Article 4.01(g)) hereof, then Buyer shall notify Seller in writing of such matter on or before five (5) days prior to the Closing Date. Buyer agrees that such written notification to Seller shall be sent to Seller by telecopy or personal delivery as well as by registered or certified mail, return receipt requested and postage prepaid.
Pre-Closing Breaches. (a) Purchaser will promptly provide written notice (the "Pre-Closing Breach Notice") to Seller upon having knowledge of (i) any breach by Seller prior to Closing of its representations and warranties set forth in this Agreement (ii) any breach by Seller of its covenants, and/or (iii) failure to deliver any document required under Section 9.4(d) which is an Exhibit hereto (other than the lender estoppel certificates as provided for in Section 6.9 and the certificates with respect to the REAs as provided for in Section 6.11) or any other document that Seller deliberately, intentionally and unreasonably fails to deliver (collectively, (but excluding in each case (x) matters constituting Material Title Defects or otherwise the subject of Section 3.4 and (y) any matter related to the physical, structural and environmental condition (except a breach of Section 4.6) of the Properties (which are governed under Article 8) "Pre-Closing Breaches"). Such notice shall state Purchaser's Cure Value.
Pre-Closing Breaches. If there are one or more Pre-Closing Breaches, then Seller shall use best efforts to cure such Pre-Closing Breaches; PROVIDED, that (i) Seller shall not be obligated to spend more than One Million Dollars ($1,000,000) in the aggregate to cure such Pre-Closing Breaches (the "PRE-CLOSING BREACH CAP"), and (ii) all Pre-Closing Breaches can be cured with best efforts by Seller during the Pre-Closing Mandatory Cure Period. Except as otherwise provided in this Agreement, if there are one or more Pre-Closing Breaches, the reduction in the Purchase Price set forth in SECTION 3.1 shall apply.
