AGAINST THE PURCHASE PRICE
APPLICABLE TO SUCH DEFAULTING SELLER'S INDIVIDUAL PROPERTY IN AN AMOUNT EQUAL TO
BUYER'S ACTUAL DIRECT DAMAGES AND SUCH DEFAULT SHALL BE DEEMED CURED IN ITS
ENTIRETY AND BUYER SHALL REMAIN OBLIGATED TO PURCHASE SUCH INDIVIDUAL PROPERTY
(AND ALL OF THE OTHER PROPERTIES) WITHOUT ANY FURTHER REDUCTION IN THE PURCHASE
PRICE.
SECTION 14.4.
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 SUE
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.
SECTION 14.5.
LIMITATION ON SELLER'S DEFAULT. NOTWITHSTANDING ANYTHING TO THE
CONTRARY, A SELLER'S INABILITY TO SATISFY A CONDITION OF THIS AGREEMENT SHALL
NOT BE CONSIDERED A DEFAULT BY SUCH SELLER HEREUNDER UNLESS SUCH INABILITY
RESULTS FROM THE BREACH OF SUCH SELLER'S EXPRESS OBLIGATIONS HEREUNDER.
SECTION 14.6.
TERMINATION OF THE RELATED PURCHASE AGREEMENTS. IN THE EVENT
EITHER BUYER OR AN AFFILIATE OF SELLER TERMINATES ANY RELATED PURCHASE AGREEMENT
PURSUANT TO THE TERMS THEREOF OTHER THAN BY REASON OF A DEFAULT BY SELLERS OR
SELLERS' AFFILIATES
44
THEREUNDER, SELLERS SHALL HAVE THE RIGHT EITHER TO TERMINATE THIS AGREEMENT WITH
RESPECT