ktsuei
Nov 8, 2007, 11:54 AM
I have an issue with the prior property management. However, their management contract was sold to the new one. The issues were mismanagement and not screening tenants so now I have damages to the property that occurred during the prior management and I have no way of getting reimbursed for it.
I was told that the new property management is the successor of interest and therefore, is liable. However, they argued the following under Section 7.1 as state below: I have also included Section 2.1 for your review.
So I’m not clear as to who is responsible. I can’t go back to prior company since it is no longer in existence. Would the current management be responsible or the prior management? Since it was sold by a partnership who owned the prior management company, would they be responsible instead?
Section 2.1 Agreement to Purchase
Upon Closing, Buyer shall assume all obligations and liabilities with respect to the Purchased Assets and shall upon and after closing, forever indemnify, protest and defend Seller from any further liability whatsoever arising therefrom. Provided, however, Buyer does not assume and shall not in any manner become responsible or liable for, and the Seller shall retain pay, discharge, and perform in full, all other debts, obligations or liabilities of the Seller of any nature whatsoever whether known or unknown, fixed contingent or otherwise, including, without limitation, any debts, obligations or other liabilities directly or indirectly arising out of, or resulting from, the Seller's ownership or use of the Purchased Assets prior to the Closing Date, except that the foregoing does not include any obligations agreed to by Seller but which do not arise or accrue until on or after the Closing Date.
Section 7.1 Obligation of the Sellers to Indemnify Buyer (e) states “The Seller hereby agrees, to indemnify and hold harmless the Buyer from and against . . . . any claims asserted by any person against the Buyer arising out of , or based, in whole or in part, on any negligent act or omission or intentional tortious conduct by the Seller or the Business or any of their respective employees or agents which occurred at any time, including, without limitation, all claims by any customer(s) of the Seller for any act or omission caused by the Seller at any time.”
I was told that the new property management is the successor of interest and therefore, is liable. However, they argued the following under Section 7.1 as state below: I have also included Section 2.1 for your review.
So I’m not clear as to who is responsible. I can’t go back to prior company since it is no longer in existence. Would the current management be responsible or the prior management? Since it was sold by a partnership who owned the prior management company, would they be responsible instead?
Section 2.1 Agreement to Purchase
Upon Closing, Buyer shall assume all obligations and liabilities with respect to the Purchased Assets and shall upon and after closing, forever indemnify, protest and defend Seller from any further liability whatsoever arising therefrom. Provided, however, Buyer does not assume and shall not in any manner become responsible or liable for, and the Seller shall retain pay, discharge, and perform in full, all other debts, obligations or liabilities of the Seller of any nature whatsoever whether known or unknown, fixed contingent or otherwise, including, without limitation, any debts, obligations or other liabilities directly or indirectly arising out of, or resulting from, the Seller's ownership or use of the Purchased Assets prior to the Closing Date, except that the foregoing does not include any obligations agreed to by Seller but which do not arise or accrue until on or after the Closing Date.
Section 7.1 Obligation of the Sellers to Indemnify Buyer (e) states “The Seller hereby agrees, to indemnify and hold harmless the Buyer from and against . . . . any claims asserted by any person against the Buyer arising out of , or based, in whole or in part, on any negligent act or omission or intentional tortious conduct by the Seller or the Business or any of their respective employees or agents which occurred at any time, including, without limitation, all claims by any customer(s) of the Seller for any act or omission caused by the Seller at any time.”