Common use of Seller Breach After Closing Clause in Contracts

Seller Breach After Closing. If any of the Express Representations should be false in any material respect when made, or if Seller is in breach or default of any covenant under this Agreement or any document executed and delivered by Seller at Closing, and Purchaser shall first have actual knowledge of same after the Closing Date, and Purchaser shall not have waived its claims with regard to the same pursuant to this Agreement, then Purchaser shall give Seller written notice of such false Express Representation or such breach or default prior to the expiration of the Survival Period as set forth in Section 5.4 and Seller shall have fifteen (15) Business Days from the date of receipt of such notice to cure such breach or default. If Seller fails to cure such breach or default within such fifteen (15) Business Day period, and the actual losses or damages sustained as a result of Seller’s false Express Representations hereunder exceeds One Hundred Thousand Dollars ($100,000.00), then Purchaser shall have the right to bring an action against Seller for the actual damages suffered by Purchaser due to such false Express Representation, provided that, in no event shall Seller be liable to Purchaser for damages under this Section 10.2 in an aggregate amount in excess of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000). This Section 10.2 is subject to the limitations set forth in Section 5.4 hereof.

Seller Breach After Closing. If any of the Express Representations should be false in any material respect when made, made or if Seller is in breach or default of any covenant covenant, representation, or warranty under this Agreement or any document executed and delivered by Seller at Closing, and Purchaser shall first have actual knowledge become aware of same after the Closing Date, and Purchaser shall not have waived its claims with regard to the same pursuant to this Agreement, then Purchaser shall give Seller written notice of such false Express Representation or such breach or default prior to the expiration of the Survival Period as set forth in Section 5.4 and Seller shall have fifteen (15) Business Days from the date of receipt of such notice to cure such breach or defaultbreach. If Seller fails to cure such breach or default within such fifteen (15) Business Day period, and the actual losses or damages sustained as a result of Seller’s false Express Representations hereunder or breach or default exceeds One Hundred Fifty Thousand Dollars ($100,000.0050,000), then Purchaser shall have the right to bring an action against Seller for the actual damages suffered by Purchaser due to such false Express RepresentationRepresentation or breach or default, provided that, in no event shall Seller be liable to Purchaser for damages under this Section 10.2 in an aggregate amount in excess of Two [Twenty Three Million Two Ninety Thousand Six Hundred Fifty Thousand Forty Eight Dollars ($2,250,000). This Section 23,090,648.00).]7 Notwithstanding anything to the contrary in this contained in Sections 10.1 or 10.2, Seller and Purchaser agree that the provisions of Sections 10.1 and 10.2 is subject not intended and should not be deemed or construed to the limitations set forth limit in any way Seller’s indemnity obligations under Section 5.4 hereof11.2 of this Agreement nor limit Purchaser’s recovery against Seller for attorneys’ fees and costs incurred by Purchaser pursuant to Section 14.13.

Seller Breach After Closing. If any of the Express Representations should be false in any material respect when made, or if Seller is in breach or default of any covenant under this Agreement or any document executed and delivered by Seller at Closing, and Purchaser shall first have actual knowledge become aware of same after the Closing Date, and Purchaser shall not have waived its claims with regard to the same pursuant to this Agreement, then Purchaser shall give Seller written notice of such false Express Representation or such breach or default hereunder prior to the expiration of the Survival Period as set forth in Section 5.4 and Seller shall have fifteen (15) Business Days from the date of receipt of such notice to cure such breach or defaultbreach. If Seller fails to cure such breach or default within such fifteen (15) Business Day period, and the actual losses or damages sustained as a result of Seller’s false Express Representations hereunder exceeds One Hundred Fifty Thousand Dollars ($100,000.0050,000), then Purchaser shall have the right to bring an action against Seller for the actual damages suffered by Purchaser due to such false Express Representation, provided that, in no event shall Seller be liable to Purchaser for damages under this Section 10.2 in an aggregate amount in excess of Two One Million Two Dollars ($1,000,000) (the “Liability Limit”). In no event shall Seller be liable to Purchaser for (A) damages in an aggregate amount in excess of the Liability Limit for (i) Seller’s post-closing obligations and liabilities under Article 5, (ii) Section 6.5 (to the extent that a Seller Estoppel is delivered), (iii) the closing document to be delivered pursuant to Section 8.2.1.4 (the Assignment and Assumption Agreement), and (iv) Article 11 of this Agreement, or (B) damages in an aggregate amount, together with items (i) through (iv) above, in excess of One Million Five Hundred Fifty Thousand Dollars ($2,250,000). This Section 10.2 is subject to 1,500,000) (the limitations “Lease Assignment Liability Limit”) for Seller’s obligations set forth in the closing document to be delivered pursuant to Section 5.4 hereof8.2.1.3 (the Assignment and Assumption Agreement with respect to Lease and Licenses).