Defaults Discovered Post-Closing Sample Clauses
The "Defaults Discovered Post-Closing" clause addresses situations where breaches of contract or defaults are identified after the transaction has been finalized. Typically, this clause outlines the procedures and remedies available to the non-defaulting party, such as the right to seek damages, demand corrective action, or, in some cases, unwind the transaction. Its core function is to protect parties from undisclosed or unknown issues that only come to light after closing, ensuring accountability and providing a clear process for resolving such problems.
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Defaults Discovered Post-Closing. If Buyer closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable survival period (as expressly set forth in this Agreement), Buyer discovers a breach of any of Seller’s representations, warranties, covenants or indemnities hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Buyer shall have the right, until the expiration of the applicable survival period, to ▇▇▇ Seller for actual direct damages incurred by Buyer as a result of such breach or breaches. However, except with respect to the Master Lease Obligations, in any such event or events, Seller shall not have any liability to Buyer for all or any of such matters in excess of $2,000,000 (the “Post-Closing Damage Cap”). Except with respect to the Master Lease Obligations, Buyer shall not enter any judgment or collect an amount in excess of the Post-Closing Damage Cap. Notwithstanding anything contained herein to the contrary, if Buyer had knowledge of a default by Seller on the Closing Date and Buyer elects to close the transaction contemplated herein, Buyer shall be deemed to have irrevocably waived such default and Seller shall not have any liability with respect to such default.
Defaults Discovered Post-Closing. If Buyer closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Buyer discovers a breach of any Seller’s representations, warranties, covenants or indemnities hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Buyer shall have the right, until the applicable Survival Date, to ▇▇▇ such Seller for actual direct damages incurred by Buyer as a result of such breach or breaches. However, in the event of a claim for a breach of representation or warranty, no individual Seller shall have any liability to Buyer for all or any of such matters in excess of *** ******* (**) of the ******* ***** allocated to such ******** ******** (the “************ ****** ***”) and no claim for breach of a representation or warranty may be made unless the claims, individually or in the aggregate, shall be in excess of **** ** *** **** ******* ****** *** *** **** ******** (the “******* ******”) after taking into account all prior claims and then only to the extent such claims are in excess of the ******* ******, and then only to the extent of the excess over the ******* ******. Buyer shall not enter any judgment or collect an amount in excess of the ************ ****** *** for a breach of a representation or warranty. Notwithstanding anything contained herein to the contrary, if Buyer had knowledge of a default by a Seller on the Closing Date and Buyer elects to close the transaction contemplated herein, Buyer shall be deemed to have irrevocably waived such default and Sellers shall not have any liability with respect to such default. Further, notwithstanding anything to the contrary contained herein, the ************ ****** *** and the Minimum Amount shall not apply to a breach of any Seller covenants to apportion or pay funds after Closing pursuant to Articles VI, XI and XVI herein or Seller indemnities for investment banker broker claims pursuant to Article XVIII below or pay for attorneys’ fees pursuant to Section 24.10 below.
Defaults Discovered Post-Closing. If Purchaser closes the transactions contemplated by this Agreement and, after the Closing Date but before the Survival Date, Purchaser discovers a breach of any of Seller’s representations or warranties hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Purchaser shall have the right, until the Survival Date, to ▇▇▇ Seller for actual direct damages incurred by Purchaser as a result of such breach or breaches, but in no case shall Purchaser seek or shall Seller be liable for indirect, punitive, special or consequential damages. However, in any such event or events, Seller shall not have any liability to Purchaser for all or any of such matters in excess of SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00) in the aggregate (the “Post-Closing Damage Cap”). Purchaser shall not seek, pursue or enter any judgment or collect (or attempt to collect) an amount in excess of the Post-Closing Damage Cap. The provisions of this Section 18.4 shall survive the Closing.