Common use of Responsibility for Violations Clause in Contracts

Responsibility for Violations. All notices of material violations of laws, ordinances, regulations or insurance requirements ("Violations of Law"), which are issued or sent prior to the Closing Date by any governmental department, agency or bureau having jurisdiction as to conditions affecting the Property shall, to the extent reasonably practical be removed or complied with by the Transferor Partnership, at the expense of the Transferor Partnership, but in any event not to exceed $25,000.00, prior to the Closing Date; provided, however, that if Transferor Partnership is unable or unwilling, if the cost exceeds $25,000.00, to remove such Violations of Law or comply with such notices by the Closing Date, the BRI Partnership shall have the option to (i) terminate this Agreement, whereupon all obligations of all parties hereto shall cease and this Agreement shall be void and without recourse to the parties hereto, except for provisions which are expressly stated to survive such termination, or (ii) proceed with the transaction contemplated hereby in which event there shall be a reduction in the Consideration Amount in an amount necessary to enable the BRI Partnership to remove such Violations of Law, provided such reduction shall not in any event exceed $25,000.00, and the obligations of the Transferor Partnership with respect to such violations shall cease.

Appears in 17 contracts

Samples: Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De)

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Responsibility for Violations. All notices of material violations of laws, ordinances, regulations or insurance requirements ("Violations of Law"), which are issued or sent prior to the Closing Date by any governmental department, agency or bureau having jurisdiction as to conditions affecting the Property shall, to the extent reasonably practical be removed or complied with by the Transferor PartnershipCorporation, at the expense of the Transferor PartnershipCorporation, but in any event not to exceed $25,000.00, prior to the Closing Date; provided, however, that if Transferor Partnership Corporation is unable or unwilling, if the cost exceeds $25,000.00, to remove such Violations of Law or comply with such notices by the Closing Date, the BRI Partnership shall have the option to (i) terminate this Agreement, whereupon all obligations of all parties hereto shall cease and this Agreement shall be void and without recourse to the parties hereto, except for provisions which are expressly stated to survive such termination, or (ii) proceed with the transaction contemplated hereby in which event there shall be a reduction in the Consideration Amount in an amount necessary to enable the BRI Partnership to remove such Violations of Law, provided such reduction shall not in any event exceed $25,000.00, and the obligations of the Transferor Partnership Corporation with respect to such violations shall cease.

Appears in 1 contract

Samples: Contribution Agreement (Berkshire Realty Co Inc /De)

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