Common use of Defaults Discovered Post-Closing Clause in Contracts

Defaults Discovered Post-Closing. If Purchaser closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Purchaser discovers a breach of Seller’s representations, warranties, covenants or indemnities hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Purchaser shall, provided that Purchaser is not then in default under this Agreement beyond any applicable notice and cure period, have the right, until the Suit Deadline, to xxx Seller for actual direct damages incurred by Purchaser as a result of such breach or breaches. However, in any such event or events, Seller shall have no liability to Purchaser for all or any of such matters individually or in the aggregate in excess of One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($166,666.67) (the “Post-Closing Damage Cap”) and no claim for breach of a representation, warranty, covenant or indemnity may be made unless the claims, individually or in the aggregate, shall be in excess of Ten Thousand and No/100 Dollars ($10,000.00) (the “Minimum Amount”) after taking into account all prior claims and then only to the extent such claims are in excess of the Minimum Amount, and then only to the extent of the excess over the Minimum Amount. Purchaser 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 Purchaser had knowledge of a default by Seller on the Closing Date and Purchaser elects to close the transaction contemplated herein, Purchaser 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 Purchaser Buyer closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Datesurvival period (as expressly set forth in this Agreement), Purchaser 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, Purchaser shall, provided that Purchaser is not then in default under this Agreement beyond any applicable notice and cure period, Buyer shall have the right, until the Suit Deadlineexpiration of the applicable survival period, to xxx such Seller for actual direct damages incurred by Purchaser Buyer as a result of such breach or breaches. However, except with respect to the Master Lease Obligations, in any such event or events, no Seller shall have no any liability to Purchaser Buyer for all or any of such matters individually or in the aggregate in excess of One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($166,666.67) of, for such Seller, the following amounts (the “Post-Closing Damage Cap”) and no claim for breach of a representation): Seller Post-Closing Damage Cap Centennial Centre, warrantyL.L.C. $ 3,500,000 Eastern — Beltway, covenant or indemnity may be made unless the claimsLtd. $ 2,000,000 Retail Development Partners, individually or in the aggregateLLC $ 1,000,000 Virgin Territory LLC $ 1,000,000 Xxxxx Xxxxx Corner, shall be in excess of Ten Thousand and No/100 Dollars ($10,000.00) (the “Minimum Amount”) after taking into account all prior claims and then only LLC $ 1,000,000 Except with respect to the extent such claims are in excess of the Minimum AmountMaster Lease Obligations, and then only to the extent of the excess over the Minimum Amount. Purchaser 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 Purchaser Buyer had knowledge of a default by a Seller on the Closing Date and Purchaser Buyer elects to close the transaction contemplated herein, Purchaser Buyer shall be deemed to have irrevocably waived such default and Seller Sellers shall not have any liability with respect to such default.

Defaults Discovered Post-Closing. If Purchaser Buyer closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Purchaser 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, Purchaser shall, provided that Purchaser is not then in default under this Agreement beyond any applicable notice and cure period, Buyer shall have the right, until the Suit Deadlineapplicable Survival Date, to xxx such Seller for actual direct damages incurred by Purchaser Buyer as a result of such breach or breaches. However, in any such the event of a claim for a breach of representation or eventswarranty, no individual Seller shall have no any liability to Purchaser Buyer for all or any of such matters individually or in the aggregate in excess of One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents *** ******* ($166,666.67**) of the ******* ***** allocated to such ******** ******** (the “Post-Closing Damage Cap************ ****** ***”) and no claim for breach of a representation, warranty, covenant representation or indemnity warranty may be made unless the claims, individually or in the aggregate, shall be in excess of Ten Thousand and No/100 Dollars ($10,000.00) **** ** *** **** ******* ****** *** *** **** ******** (the “Minimum Amount******* ******”) after taking into account all prior claims and then only to the extent such claims are in excess of the Minimum Amount******* ******, and then only to the extent of the excess over the Minimum Amount******* ******. Purchaser Buyer shall not enter any judgment or collect an amount in excess of the Post-Closing Damage Cap************ ****** *** for a breach of a representation or warranty. Notwithstanding anything contained herein to the contrary, if Purchaser Buyer had knowledge of a default by a Seller on the Closing Date and Purchaser Buyer elects to close the transaction contemplated herein, Purchaser Buyer shall be deemed to have irrevocably waived such default and Seller 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 Buyer closes the transactions contemplated by this Agreement and, after the Closing Date but before the applicable Survival Date, Purchaser 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, Purchaser shall, provided that Purchaser is not then in default under this Agreement beyond any applicable notice and cure period, Buyer shall have the right, until the Suit Deadlineapplicable Survival Date, to xxx sxx such Seller for actual direct damages incurred by Purchaser Buyer as a result of such breach or breaches. However, in any such the event of a claim for a breach of representation or eventswarranty, no individual Seller shall have no any liability to Purchaser Buyer for all or any of such matters individually or in the aggregate in excess of One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents *** ******* ($166,666.67**) of the ******* ***** allocated to such ******** ******** (the “Post-Closing Damage Cap************ ****** ***”) and no claim for breach of a representation, warranty, covenant representation or indemnity warranty may be made unless the claims, individually or in the aggregate, shall be in excess of Ten Thousand and No/100 Dollars ($10,000.00) **** ** *** **** ******* ****** *** *** **** ******** (the “Minimum Amount******* ******”) after taking into account all prior claims and then only to the extent such claims are in excess of the Minimum Amount******* ******, and then only to the extent of the excess over the Minimum Amount******* ******. Purchaser Buyer shall not enter any judgment or collect an amount in excess of the Post-Closing Damage Cap************ ****** *** for a breach of a representation or warranty. Notwithstanding anything contained herein to the contrary, if Purchaser Buyer had knowledge of a default by a Seller on the Closing Date and Purchaser Buyer elects to close the transaction contemplated herein, Purchaser Buyer shall be deemed to have irrevocably waived such default and Seller 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 applicable Survival Date, Purchaser discovers a breach of Seller’s representations, warranties, covenants or indemnities hereunder or under any certificates and other documents executed at, or in connection with, the Closing, Purchaser shall, provided that Purchaser is not then in default under this Agreement beyond any applicable notice and cure period, have the right, until the Suit Deadline, to xxx Seller for actual direct damages incurred by Purchaser as a result of such breach or breaches. However, in any such event or events, Seller shall have no liability to Purchaser for all or any of such matters individually or in the aggregate in excess of One Five Hundred Sixty-Six Thousand Six Hundred Sixty-Six and No/100 Dollars and Sixty-Seven Cents ($166,666.67500,000.00) (the “Post-Closing Damage Cap”) and no claim for breach of a representation, warranty, covenant or indemnity may be made unless the claims, individually or in the aggregate, shall be in excess of Ten Thousand and No/100 Dollars ($10,000.00) (the “Minimum Amount”) after taking into account all prior claims and then only to the extent such claims are in excess of the Minimum Amount, and then only to the extent of the excess over the Minimum Amount. Purchaser 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 Purchaser had knowledge of a default by Seller on the Closing Date and Purchaser elects to close the transaction contemplated herein, Purchaser shall be deemed to have irrevocably waived such default and Seller shall not have any liability with respect to such default.