Common use of Post-Closing Liability Clause in Contracts

Post-Closing Liability. The representations of Seller contained in this Agreement shall survive 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 and/or warranty. Upon expiration of the Survival Period, all representations and warranties contained in this Agreement 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 and/or warranty not later than the expiration of the Survival Period, and any claim or cause of action brought with respect to a breach of a representation and/or warranty (each, a “Recovery Action”) must be asserted not later than six (6) months following expiration of the Survival Period. Time is of the essence with respect to the foregoing periods, and any claim or cause of action not timely raised in a notice and asserted shall be barred. Buyer agrees that, with respect to any alleged breach of representations and/or warranties in this Agreement discovered during the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to an amount of Five Hundred Thousand Dollars ($500,000).

Post-Closing Liability. The representations of Seller contained in this Agreement Contract shall survive closing the Closing for a period of nine seven (97) 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 and/or warrantyrepresentation. Upon expiration of the Survival Period, all representations and warranties contained in this Agreement 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 and/or warranty not later than the expiration of the Survival Period, and any claim or cause of action brought with respect to a breach of a any representation and/or warranty (each, a “Recovery Action”) must be asserted not later than six three (63) months following 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 and/or warranties in this Agreement Contract discovered during the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to an amount of Five Hundred Thousand Dollars ($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).