Common use of Seller Breach After Closing Clause in Contracts

Seller Breach After Closing. In the event the Closing does occur and Buyer discovers a Seller’s Breach, (a) Seller’s liability for a Seller’s Breach shall be limited to claims for which the damages are not less than Fifty Thousand Dollars ($50,000) and which shall be subject to an aggregate maximum of Five Hundred Thousand Dollars ($500,000), (b) Seller shall in no event have any liability for matters disclosed to Buyer in documents produced or made available to Buyer by Seller or discovered by Buyer prior to the Closing if Buyer elects to proceed to close this transaction notwithstanding the disclosure or discovery of such matters prior to the Closing, and (c) Seller shall have no liability for any Seller’s Breach unless such damage claim is asserted by Buyer in an action filed and served on Seller within one (1) year following the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Axt Inc), Purchase and Sale Agreement (Rae Systems Inc)

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Seller Breach After Closing. In the event the Closing does occur and Buyer discovers a Seller’s Breach, (a) Seller’s liability for a Seller’s Breach shall be limited to claims for which the damages are not less than Fifty Twenty Five Thousand Dollars ($50,00025,000) and which shall be subject to an aggregate maximum of Five Three Hundred Thousand Dollars ($500,000300,000), (b) Seller shall in no event event, except for fraud committed by Seller, have any liability for matters disclosed to Buyer in documents produced or made available to Buyer by Seller or discovered by Buyer prior to the Closing if Buyer elects to proceed to close this transaction notwithstanding the disclosure or discovery of such matters prior to the Closing, and (c) Seller shall have no liability for any Seller’s Breach unless such damage claim is asserted by Buyer in an action filed and served on Seller within one (1) year following the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Axt Inc)

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Seller Breach After Closing. In the event the Closing does occur and Buyer discovers a Seller’s Breach, (a) Seller’s liability for a Seller’s Breach shall be limited to claims for which the damages are not less than Fifty Thousand Dollars ($50,000) and which shall be subject to an aggregate maximum of Five Three Hundred Thousand Dollars ($500,000300,000), (b) Seller shall in no event have any liability for matters disclosed to Buyer in documents produced or made available to Buyer by Seller or discovered by Buyer prior to the Closing if Buyer elects to proceed to close this transaction notwithstanding the disclosure or discovery of such matters prior to the Closing, and (c) Seller shall have no liability for any Seller’s Breach unless such damage claim is asserted by Buyer in an action filed and served on Seller within one (1) year following the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Axt Inc)

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