Post-Closing Breaches Sample Clauses
Post-Closing Breaches. Notwithstanding anything in Section 9.2 to the contrary, and subject to the provisions of Section 7.3(a) and Section 7.3(f), from and after the Closing, Eldorado’s aggregate liability to Buyer with respect to any and all breaches of Eldorado’s Warranties set forth in this Agreement, shall not exceed five percent (5%) of the Purchase Price and Buyer hereby waives any damages, costs and expenses in respect of such breaches in excess of said amount.
Post-Closing Breaches. Each party shall have all rights and remedies for breaches occurring or discovered after the Closing if the defaulting party fails to cure within ten
Post-Closing Breaches. Notwithstanding the foregoing, Purchaser shall be entitled to bring an action for actual damages in the event Seller fails to perform when due any act required by this Agreement to be performed by Seller after the Closing or in the event Purchaser first discovers after the Closing and within the period of survival, as set forth in Section 13.8, that a representation and warranty made by Seller set forth in Section 13.1 was not correct in any material respect at the Closing (collectively, the “Post-Closing Breaches”); provided, however, in no event shall: (i) Purchaser be entitled to bring an action for actual damages arising from any Post-Closing Breaches unless the loss, damage, cost and expense suffered or incurred by Purchaser due to such Post-Closing Breaches (collectively, the “Post-Closing Losses”) equal or exceed Ten Thousand and No/100 Dollars ($10,000.00) in the aggregate; (ii) Seller’s aggregate liability for all Post-Closing Losses exceed an amount equal to five percent (5%) of the Purchase Price; and (iii) Purchaser be entitled to punitive or consequential damages from Seller. The provisions of this Section shall survive the Closing.