Remedies After Closing. After the Closing Date each party in case of any breach of covenants or representations under this Agreement may proceed to protect and enforce its rights under this Agreement either by suit or by action at law, including, but not limited to, an action for damages as a result of any such breach of the representation or covenant; provided, however, that Corning shall be entitled to claim damages due to a breach of VIA of one or more of the representations set out Section 3 only in accordance with Section 9.2.
Remedies After Closing. Subject to the limitations set forth in Article 8 above, if the Closing has occurred, Buyer shall not be entitled to bring a claim against Seller for any breach of any covenant, representation or warranty, or other obligation or liability contained in this Agreement or any certificate, assignment or other document delivered in connection with this Agreement, unless Buyer establishes that Seller shall have materially breached a representation or warranty contained in Section 8.2 or a covenant that has expressly survived the Closing and has not terminated or expired, in which case Buyer may seek damages by reason thereof in an amount not to exceed One Million Dollars ($1,000,000.00), in the aggregate, but shall not be entitled to consequential or exemplary damages. All other claims of Buyer against Seller (other than post-closing covenants) shall be deemed waived to the extent provided in Section 9.2 above. -27-
Remedies After Closing. (i) If the Closing has occurred, Buyer shall not be entitled to bring a claim against Seller unless Buyer establishes that Seller shall have materially breached a representation or warranty contained in Section 6.3 or a material obligation contained in this Agreement that has not terminated or expired; however, in no event shall Buyer be entitled to consequential or exemplary damages and in no event shall Buyer be entitled to seek or recover from Seller damages in an amount in excess of One Hundred Fifty Thousand Dollars (the “Liability Cap”). The preceding to the contrary notwithstanding, the Liability Cap shall not apply to any claim of fraud asserted by Buyer against Seller. All other claims of Buyer against Seller shall be deemed waived to the extent provided in Section 6.2 above.
(ii) Buyer shall not be entitled to bring any claim against Seller for misrepresentation or breach of warranty if and to the extent Buyer had actual knowledge before Closing of the existence of such misrepresentation or breach of warranty and nevertheless elected to proceed to Closing.
Remedies After Closing. (i) If the Closing has occurred, Buyer shall not be entitled to bring a claim against Seller unless Buyer establishes that Seller shall have materially breached a representation or warranty contained in Section 10.1 or any other provision of this Agreement that has not terminated, in which case, subject to Section 10.4 above, Buyer may seek its actual damages by reason thereof (not to exceed Two Hundred Thousand Dollars ($200,000.00), but shall not be entitled to consequential, punitive or exemplary damages. All other claims of Buyer against Seller shall be deemed waived to the extent provided in Section 5.2 above.
(ii) Buyer shall not be entitled to bring any claim against Seller for misrepresentation or breach of warranty if and to the extent Buyer or Buyer’s agents or employees had actual knowledge before Closing of the existence of any condition, fact or circumstance giving rise or relating to such claim, or with respect to any information expressly described in or disclosed by any report delivered to Buyer.
Remedies After Closing. Respecting the contractual obligations of the parties that survive Closing, each party shall have all remedies at law or equity on account of a breach of such obligations and all such remedies shall be cumulative.
Remedies After Closing. In the event of Developer Default under this Agreement after Closing, District shall be entitled to all the remedies set forth in the Deed, Ground Lease, Construction and Use Covenant, Affordable Housing Covenant, and Development and Completion Guaranty, including, without limitation, the right of District to re- enter and take possession of the Property under the Deed.
Remedies After Closing. In the event of a District Default under this Agreement after Closing, Developer shall be entitled to all the remedies set forth in the Deed, Ground Lease, Construction and Use Covenant, and Affordable Housing Covenant in accordance with applicable District of Columbia law.
Remedies After Closing. The rights set forth in this Article X shall be in addition to any remedy available to either party at law or in equity, including but not limited to specific performance and reasonable attorney’s fees or costs arising from or due to the other party’s default of its obligations, covenants, warranties or representations as set forth in this Agreement.
Remedies After Closing. If it is determined at any time after the Initial Closing and prior to the expiration of the Survival Period that any of the representations and warranties of Seller set forth in this Agreement were not accurate in any material respect as of the Effective Date (or as reaffirmed) or Seller breaches any covenant that survives the Initial Closing, then, provided that Buyer has delivered written notice to Seller of such inaccuracy or breach prior to the expiration of the Survival Period, unless Seller cures such inaccuracy or breach to Buyer’s reasonable satisfaction (by paying money and, as applicable, performing any act or acts necessary to do so) on or before fifteen (15) days after such written notice from Buyer of such inaccuracy, Seller shall be liable to Buyer with respect to such inaccuracy in such representations and warranties or breach and Buyer shall be entitled to any right or remedy which Buyer may otherwise have against Seller either at law, or in equity or otherwise on account of such inaccuracy or breach. The provisions of this section shall survive the Final Closing (and not be merged therein) or any earlier termination of this Agreement. Seller agrees that, during the Survival Period, Seller shall maintain cash liquidity of not less than $250,000.00.
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