Common use of Seller’s Default after Closing; Limitation of Liability Clause in Contracts

Seller’s Default after Closing; Limitation of Liability. If Seller is in breach of its obligations under this Agreement, including without limitation an uncured breach of any of Seller’s representations and warranties under this Agreement and such breach becomes known to Buyer after expiration of the Due Diligence Period, or if any other Seller breach occurs or is discovered after the Closing of Escrow, then notwithstanding any provision to the contrary herein: (i) Seller’s maximum aggregate liability, and the maximum aggregate amount which may be awarded to and collected by Buyer (whether the claim is brought in contract, tort, equity or otherwise) and including any amounts for attorney’s and experts’ fees and costs shall under no circumstances whatsoever exceed Six Million Eight Hundred Seventy-Five Thousand Dollars ($6,875,000) and (ii) no claim by Buyer alleging a default by Seller may be made, and Seller shall have no liability for the same, unless and until such claims, either alone or together with any other claims made by Buyer under this Agreement, is for an aggregate amount in excess of Twenty-Five Thousand Dollars ($25,000) (“Threshold Amount”), in which event Seller’s liability respecting any final judgment concerning such claim(s) shall be for the full amount thereof. If any such final judgment is for an amount less than the Threshold Amount, then Seller shall have no liability with respect to such claim(s). In no event shall Buyer have any claims for lost opportunity, lost profits or other damages of a consequential, special or indirect nature.

Seller’s Default after Closing; Limitation of Liability. If Notwithstanding Section 7.1.3, if Seller is in breach of its obligations under this Agreement, including without limitation an uncured breach of any of Seller’s 's representations and warranties under this Agreement and such breach becomes known to Buyer after expiration of the Due Diligence Period, or if any other Seller breach occurs or is discovered after the Closing of Escrow, then notwithstanding any provision to the contrary herein: (i) Seller’s 's maximum aggregate liability, and the maximum aggregate amount which may be awarded to and collected by Buyer (whether the claim is brought in contract, tort, equity or otherwise) and including any amounts for attorney’s 's and experts’ ' fees and costs shall under no circumstances whatsoever exceed Six Ten Million Eight Hundred Seventy-Five Thousand Dollars ($6,875,00010,000,000) and (ii) no claim by Buyer alleging a default by Seller may be made, and Seller shall have no liability for the same, unless and until such claims, either alone or together with any other claims made by Buyer under this Agreement, is for an aggregate amount in excess of Twenty-Five Thousand Dollars ($25,000) (“Threshold Amount”), in which event Seller’s 's liability respecting any final judgment concerning such claim(s) shall be for the full amount thereof. If any such final judgment is for an amount less than the Threshold Amount, then Seller shall have no liability with respect to such claim(s). In no event shall Buyer have any claims for lost opportunity, lost profits or other damages of a consequential, special or indirect nature. The provisions of this Section 11.6 shall survive the Closing.

Seller’s Default after Closing; Limitation of Liability. If Notwithstanding Section 7.1.3, if Seller is in breach of its obligations under this Agreement, including without limitation an uncured breach of any of Seller’s representations and warranties under this Agreement and such breach becomes known to Buyer after expiration of the Due Diligence Period, or if any other Seller breach occurs or is discovered after the Closing of Escrow, then notwithstanding any provision to the contrary herein: (i) Seller’s maximum aggregate liability, and the maximum aggregate amount which may be awarded to and collected by Buyer (whether the claim is brought in contract, tort, equity or otherwise) and including any amounts for attorney’s and experts’ fees and costs shall under no circumstances whatsoever exceed Six Ten Million Eight Hundred Seventy-Five Thousand Dollars ($6,875,00010,000,000) and (ii) no claim by Buyer alleging a default by Seller may be made, and Seller shall have no liability for the same, unless and until such claims, either alone or together with any other claims made by Buyer under this Agreement, is for an aggregate amount in excess of Twenty-Five Thousand Dollars ($25,000) (“Threshold Amount”), in which event Seller’s liability respecting any final judgment concerning such claim(s) shall be for the full amount thereof. If any such final judgment is for an amount less than the Threshold Amount, then Seller shall have no liability with respect to such claim(s). In no event shall Buyer have any claims for lost opportunity, lost profits or other damages of a consequential, special or indirect nature. The provisions of this Section 11.6 shall survive the Closing.