Common use of Post-Closing Liability Clause in Contracts

Post-Closing Liability. The representations contained in this Contract shall survive the Closing for a period of nine (9) months (the “Survival Period”). Buyer acknowledges that it is a sophisticated buyer who is familiar with the ownership and operation of real estate projects similar to the Property, and Buyer and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Buyer to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Upon expiration of the Survival Period, all representations contained in this Contract will be deemed to have merged into the instruments of Closing and shall be of no further force or effect. Buyer must notify Seller in writing of any claim or cause of action for a breach of any representation not later than the expiration of the Survival Period, and any claim or cause of action brought with respect to a breach any representation (each, a “Recovery Action”) must be asserted not later than three (3) months after the expiration of the Survival Period. Time is of the essence with respect to the foregoing time periods, and any claim or cause of action not timely raised in a notice and asserted shall be barred. Buyer waives its right to bring a Recovery Action unless the damage to Buyer on account of such breach (individually or when combined with damages from other breaches) equals or exceeds $50,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered during the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $500,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered after the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $100. The provisions of this Section 13(c) shall survive the Closing. The remedies for any breach of a representation or warranty that occurs prior to Closing shall be governed by Sections 10 and 13(b).

Post-Closing Liability. The If any party breaches any of its covenants, obligations, representations or warranties set forth in this Agreement, the non-defaulting party shall be entitled to recover from such defaulting party any actual damages (excluding any special, speculative and/or consequential damages), suffered or incurred by such non-defaulting party as a result of such breach. Notwithstanding anything to the contrary contained in this Contract Agreement, (i) the Sellers shall survive not have any liability to the Purchaser pursuant to the terms of this Section 9.4 for breaches of representations, warranties and pre-Closing for a period of nine covenants and obligations set forth in this Agreement until the damages suffered or incurred by the Purchaser exceeds in the aggregate an amount equal to One Million Dollars (9$1,000,000) months (the “Survival PeriodBasket”), in which case Purchaser shall have the right to recover all damages incurred as a result of valid claims under this Section 9.4, including amounts less than the Basket, and (ii) the Sellers’ maximum liability to the Purchaser shall not exceed Fifteen Million Dollars ($15,000,000) (the “Cap Amount”). Buyer acknowledges The Cap Amount shall be allocated among the Sellers in proportion to their applicable percentage interest in the Purchase Price so that it is if a sophisticated buyer who is familiar with particular Seller were to receive twenty percent (20%) of the ownership total Purchase Price for the Properties the Cap Amount applicable to such Seller for its breaches and/or defaults shall be twenty percent (20%) of the total Cap Amount. Any action suit or proceeding brought by the Purchaser against the Sellers under this Agreement shall be commenced and operation of real estate projects similar to served, if at all, on or before the Property, and Buyer and Seller have negotiated and agreed upon the length expiration of the Survival Period as an adequate period of time for Buyer to discover any and, if not commenced and all facts that could give rise to a claim served on or cause of action for a breach of a representation. Upon expiration of the Survival Period, all representations contained in this Contract will be deemed to have merged into the instruments of Closing and shall be of no further force or effect. Buyer must notify Seller in writing of any claim or cause of action for a breach of any representation not later than before the expiration of the Survival Period, thereafter shall be void and any claim of no force or cause effect. The Sellers acknowledge and agree that the resolution of action brought such action, suit, or proceeding may not occur until after the expiration of the Survival Period and the Survival Period shall be deemed to be tolled with respect to (and only with respect to) any alleged breach or failure of a breach any representation (eachor warranty or covenant provided the Purchaser files an action, a “Recovery Action”) must be asserted not later than three (3) months after suit or proceeding with respect thereto prior to the expiration of the Survival Period. Time is of the essence with respect to the foregoing time periods, and any claim or cause of action not timely raised in a notice and asserted shall be barred. Buyer waives its right to bring a Recovery Action unless the damage to Buyer on account of such breach (individually or when combined with damages from other breaches) equals or exceeds $50,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered during the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $500,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered after the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $100. The provisions of this Section 13(c) 9.4 shall survive not apply to the Closingcosts or prorations governed by the provisions of Section 7.4 or to the commissions governed by the provisions of Section 8. The remedies Any payments made to any party pursuant to this section 9.4 shall constitute an adjustment of the Purchase Price for any breach of a representation or warranty that occurs prior to Closing tax purposes and shall be governed treated as such by Sections 10 Purchaser and 13(b)Sellers on their tax returns to the extent permitted by law.

Post-Closing Liability. The Seller and Purchaser agree that the representations contained and warranties of Seller in Section 4.3(a) of this Contract Agreement shall survive the Closing for a period of nine two hundred seventy (9270) months days after the Closing Date (the “"Survival Period”"). Buyer acknowledges that it is a sophisticated buyer who is familiar with the ownership and operation of real estate projects similar to the Property, and Buyer and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Buyer to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Upon expiration of the Survival Period, all representations contained in this Contract will be deemed to have merged into the instruments of Closing and shall be of no further force or effect. Buyer must notify Seller in writing Written notification of any claim or cause of action for a arising from an alleged breach of any representation not later than Seller's representations and warranties must be received by Seller prior to the expiration of the Survival Period, Period or such claim shall be forever barred and any claim or cause of action brought Seller shall have no liability with respect thereto; provided, however, in the event of a valid claim made by Purchaser in writing related to a breach any Seller representation (each, a “Recovery Action”) must be asserted not later than three (3) months after the expiration of the Survival Period. Time is of the essence with respect to the foregoing time periods, and any claim or cause of action not timely raised in a notice and asserted shall be barred. Buyer waives its right to bring a Recovery Action unless the damage to Buyer on account of such breach (individually or when combined with damages from other breaches) equals or exceeds $50,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered during the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $500,000. Buyer agrees that, Survival Period shall be extended only with respect to any alleged breach of representations in this Contract discovered after such claim until such claim is adjudicated or otherwise settled by the Survival Periodparties. Notwithstanding the foregoing, the maximum aggregate liability for which either Seller shall be responsible with respect to a breach of the representations and warranties made by such Seller herein shall not exceed one percent (1%) of the Purchase Price allocated to the applicable Property as set forth on Schedule "E" attached hereto, and recovery of damages up to that amount is Purchaser's sole and exclusive remedy for any such breach. Purchaser shall not seek, and Seller shall not be liable for any consequential, indirect, special or punitive damages of any nature as a result of the breach of any of Seller's representations and warranties hereunder. Purchaser shall not be entitled to any recovery pursuant to this Section 9.22 unless and until the aggregate amount of losses for which Purchaser is otherwise entitled to indemnification pursuant to this Section 9.22 exceeds $25,000; provided, however, that to the extent the aggregate amount of such losses exceeds such threshold, Purchaser shall be entitled to recover all such alleged breaches is limited to losses (including the first $10025,000). The provisions of this Section 13(c) 9.22 shall survive the Closing. The remedies for any breach of a representation or warranty that occurs prior to Closing shall be governed by Sections 10 and 13(b).

Post-Closing Liability. The representations contained in this Contract shall survive the Closing for a period of nine six (96) months (the “Survival Period”). Buyer acknowledges that it is a sophisticated buyer who is familiar with the ownership and operation of real estate projects similar to the Property, and Buyer and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Buyer to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Upon expiration of the Survival Period, all representations contained in this Contract will be deemed to have merged into the instruments of Closing and shall be of no further force or effect. Buyer must notify Seller in writing of any claim or cause of action for a breach of any representation not later than the expiration of the Survival Period, and any claim or cause of action brought with respect to a breach any representation (each, a “Recovery Action”) must be asserted not later than three (3) months after the expiration of the Survival Period. Time is of the essence with respect to the foregoing time periods, NAI-1500426046v5 and any claim or cause of action not timely raised in a notice and asserted shall be barred. Buyer waives its right to bring a Recovery Action unless the damage to Buyer on account of such breach (individually or when combined with damages from other breaches) equals or exceeds $50,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered during the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $500,000. Buyer agrees that, with respect to any alleged breach of representations in this Contract discovered after the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $100250,000. The provisions of this Section 13(c) shall survive the Closing. The remedies for any breach of a representation or warranty that occurs prior to Closing shall be governed by Sections 10 and 13(b).