Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.
Buyer’s Remedies. In the event Seller fails to comply with the terms of this Agreement, Buyer’s remedy shall be limited to the return of its Deposit, and this Agreement shall become null and void, neither party having further rights or liabilities hereunder, provided that the Deposit, if any, is returned to Buyer. Buyer agrees that it shall not have the right to demand specific performance.
Buyer’s Remedies. If both (a) this Agreement is terminated ---------------- prior to Closing by Buyer pursuant to Section 8.1.2 or 8.1.3 as a result of a ---------------------- breach by Seller in any material respect of any of its representations and warranties made herein or its covenants or agreements made herein and (b) Buyer is not in breach in any material respect of any of its representations and warranties made herein or its covenants or agreements made herein, the Deposit and all accrued interest thereon shall be returned to Buyer, and Buyer shall have, in addition to its right to receive the Deposit and all accrued interest thereon, the right to seek monetary damages from Seller; provided, however, that -------- ------- such damages shall be limited to $1,000,000.00; and provided further, that in no ---------------- event shall Buyer be entitled to make any claim against Seller for, nor be entitled to damages from Seller for, any anticipated profits it lost as a result of Buyer's not acquiring the System; and provided further, that nothing in this ---------------- Section 8.2.2 shall be an admission by Seller that Buyer shall be entitled to ------------- damages for anticipated profits under any circumstances. If Seller defaults in the performance of its obligations under this Agreement, Buyer shall be entitled, in addition to any other remedies that may be available, to request Seller to specifically perform its obligations under this Agreement, if necessary, through injunction, court order or other process, and to recover from Seller any costs or expenses reasonably incurred by Buyer in connection therewith.
Buyer’s Remedies. In the event the transaction contemplated hereby is not consummated as a result of Seller's default hereunder, Buyer's sole and exclusive remedies shall be either (i) to seek from Escrow Holder the return of the Deposit and any other documents and funds then held by Escrow Holder and Seller shall reimburse Buyer for Buyer's reasonable and documented out-of-pocket expenses incurred in connection with the purchase transaction contemplated under this Agreement (but in no event to exceed one-fourth percent (1/4%) of Purchase Price)or (ii) to seek specific performance of Seller's obligations hereunder by delivering the Purchase Price into the Escrow; provided, however, that as conditions precedent to such action for specific performance, [A] no uncured default in the performance of Buyer's obligations under this Agreement shall exist and no event shall have occurred which with the passage of time or with notice, or both, could become such an event of default, and [B] Buyer shall not seek to amend the Purchase Price in such action.
Buyer’s Remedies. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Buyer’s Initials
Buyer’s Remedies. Buyer’s remedies are cumulative and in addition to all remedies set forth herein or otherwise legally available. Buyer may exercise its remedies either individually or cumulatively. Buyer’s remedies shall include, but not be limited to, incidental and consequential damages and the cost of any recall campaigns or other corrective actions. Buyer’s selection of any particular remedy, or its forbearance in exercising any remedy available to it, shall not constitute an election or waiver of any other remedy.
Buyer’s Remedies. (a) If the transaction contemplated by this Agreement is not consummated by the Closing Date because of a default hereunder on the part of Seller, then Buyer’s sole and exclusive remedy by reason of such default by Seller shall be to terminate this Agreement, in which event neither Party shall have any further rights, duties or obligations under this Agreement and the Deposit shall be returned to Buyer. Buyer hereby expressly waives any and all rights to claim specific performance of this Agreement and to record a lis pendens upon the Property.
Buyer’s Remedies. Upon failure of Seller to comply herewith by the Closing Date, as it may be extended in accordance herewith, Buyer, at its sole option and in addition to any other remedies it may have at law or equity, may (i) enforce specific performance, or (ii) terminate this Agreement. In the event Buyer elects to terminate this Agreement as set forth above, Seller shall immediately return the Performance Deposit to Buyer.
Buyer’s Remedies. Upon failure of Seller to fulfill or perform any undertaking, commitment, or obligation provided for herein on the part of Seller that is required to be fulfilled on or prior to the Closing Date, Buyer, at its sole option, may (i) enforce specific performance of this Agreement or (ii) pursue any other rights or remedies available at law or in equity.
Buyer’s Remedies. If Seller fails to comply herewith for any reason, except Buyer’s default, Buyer may either:
