Common use of Default by Seller Clause in Contracts

Default by Seller. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Seller and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force or effect, or (ii) waive the uncured default and proceed to Settlement, or (iii) xxx for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) below.

Default by Seller. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may electPurchaser, as its sole and exclusive remedy, shall elect to either: (ia) terminate this Agreement by written notice to Seller and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force or effect, or (iib) waive the uncured default and proceed to SettlementSettlement without any reduction of or credit against the Purchase Price, or (iiic) xxx sue for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In Purchaser waives and agrees not to claim or assert any other damages or remedies against Seller and in no event shall Seller be liable for any damages whatsoever, whatsoever including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period The foregoing shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall not limit Purchaser’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Seller. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Seller and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force or effect, or (ii) waive the uncured default and proceed to Settlement, or (iii) xxx sue for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) below.

Default by Seller. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may electPurchaser, as its sole and exclusive remedy, shall elect to either: (ia) terminate this Agreement by written notice to Seller and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force or effect, or (iib) waive the uncured default and proceed to SettlementSettlement without any reduction of or credit against the Purchase Price, or (iiic) xxx for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In Purchaser waives and agrees not to claim or assert any other damages or remedies against Seller and in no event shall Seller be liable for any damages whatsoever, whatsoever including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period The foregoing shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall not limit Purchaser’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Seller. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Seller and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity eq uity against Seller, and this Agreement shall have no further force or effect, or (ii) waive the uncured default and proceed to Settlement, or (iii) xxx sue for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) below.

Default by Seller. If Seller, without the right to do so and in default sale of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure the Property as contemplated hereunder is not cured within ten (10) days following receipt of written notice from Purchaserconsummated due to Seller’s default hereunder, then Purchaser may electshall be entitled, as its sole and exclusive remedyremedy for such default, either (a) to (i) receive the return of the Xxxxxxx Money, which return shall operate to terminate this Agreement by written notice to and release Seller from any and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force or effectall liability hereunder, or (iib) waive to enforce specific performance of Seller’s obligation to execute and deliver the uncured default documents required to convey the Property to Purchaser, it being understood and proceed to Settlement, or (iii) xxx for agreed that the remedy of specific performance shall not be available to cause enforce any other obligation of Seller hereunder. Except as set forth herein and for matters arising from fraud, Purchaser expressly waives and releases its rights to convey title to seek damages in the Property to Purchaser in accordance with the terms event of this AgreementSeller’s default hereunder. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special speculative, remote or punitive damages, or any other damages and Purchaser hereby waives and releases any right to seek or collect any such consequential, speculative, remote or punitive damages. As a condition precedent Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Xxxxxxx Money if Purchaser exercising its right fails to bring an action file suit for specific performance hereunderagainst Seller in a court having jurisdiction in the county and state in which the Property is located, Purchaser must commence such an action within on or before ninety (90) days after its receipt of actual knowledge or notice following the date upon which Closing was to have occurred. Notwithstanding the foregoing, if specific performance is unavailable as a remedy (for example, if Seller conveys the Property to a third party), then Purchaser shall have the right to receive an immediate full refund of the occurrence of Seller’s default. Xxxxxxx Money and Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its have the right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) belowseek actual damages from Seller.

Default by Seller. If In the event the Closing and the transactions contemplated hereby do not occur as herein provided by reason of any default of Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may electmay, as its Purchaser’s sole and exclusive remedy, to (i) terminate this Agreement elect by written notice to Seller and have within fifteen (15) Business Days following the Deposit returned to Scheduled Closing Date, either of the following: (a) terminate this Agreement, in which event Purchaser as liquidated damageswill receive from the Escrow Agent the Xxxxxxx Money Deposit, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations; or (b) seek to enforce specific performance of Seller’s obligations hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder. Purchaser shall be deemed to have waived any right elected to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and terminate this Agreement shall have no further force or effect, or (ii) waive and receive back the uncured default and proceed Xxxxxxx Money Deposit if Purchaser fails to Settlement, or (iii) xxx for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action file suit for specific performance hereunderagainst Seller in a court having jurisdiction in the county and state in which the Property is located, Purchaser must commence such an action within ninety on or before one hundred twenty (90120) days after its receipt of actual knowledge or notice of following the occurrence of Seller’s defaultScheduled Closing Date. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing Notwithstanding the foregoing, nothing contained herein shall will limit Purchaser’s remedies under Section 18(i) belowat law, in equity or as herein provided in the event of a breach by Seller of any of the Termination Surviving Obligations.

Default by Seller. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Seller and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force f orce or effect, or (ii) waive the uncured default and proceed to Settlement, or (iii) xxx sue for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) below.

Default by Seller. If Seller, without In the right to do so and in default of its obligations hereunder, event that Seller fails to complete Settlement consummate this Agreement for any reason other than Purchaser’s default or otherwise materially breaches any the permitted termination of its representationsthis Agreement by either Seller or Purchaser as herein expressly provided, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may electshall be entitled, as its sole and exclusive remedy, either (a) to (i) receive the return of the Xxxxxxx Money, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder (except that, if Seller’s failure was within the reasonable control of Seller to prevent, then Purchaser shall be entitled to recover from Seller Purchaser’s actual out-of-pocket costs and expenses (with supporting documentation) paid to third parties (including, without limitation, consultants, experts, lenders, and attorneys) in connection with the transaction contemplated by written notice this Agreement (such recovery not to exceed ten thousand dollars ($10,000) in the aggregate (the “Cost Recovery Cap”)), or (b) to enforce specific performance of Seller’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller and have hereunder. Purchaser expressly waives its rights to seek damages in the Deposit returned to Purchaser as liquidated damages, whereupon event of Seller’s default hereunder. Purchaser shall be deemed to have waived any right elected to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and terminate this Agreement shall have no further force or effect, or (ii) waive and receive back the uncured default and proceed Xxxxxxx Money if Purchaser fails to Settlement, or (iii) xxx for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action file suit for specific performance hereunderagainst Seller in a court having jurisdiction in the county and state in which the Property is located, Purchaser must commence such an action within ninety on or before fifteen (9015) days after its receipt of actual knowledge or notice of following the occurrence of Seller’s default. Purchaser agrees that its failure date upon which Closing was to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) belowhave occurred.

Default by Seller. If In the event the Closing and the transactions contemplated hereby do not occur as herein provided by reason of any default of Seller, without the right Purchaser may, as Purchaser’s sole and exclusive remedy, elect by notice to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured Seller within ten (10) days Business Days following receipt the Closing Date, either of written notice from Purchaser, then Purchaser may elect, as its sole and exclusive remedy, to the following: (ia) terminate this Agreement, in which event Purchaser will receive from the Escrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, and Purchaser shall be entitled to obtain appropriate actual damages; or (b) obtain specific performance of this Agreement by written notice to against Seller and have recover from Seller the Deposit returned to costs incurred by Purchaser as liquidated damages, whereupon in so obtaining such specific performance. Purchaser shall be deemed to have waived any right elected to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and terminate this Agreement shall have no further force or effect, or (ii) waive and receive back the uncured default and proceed Xxxxxxx Money Deposit if Purchaser fails to Settlement, or (iii) xxx for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action file suit for specific performance hereunderagainst Seller in a court having jurisdiction in the county and state in which the Property is located, Purchaser must commence such an action within on or before ninety (90) days after its receipt of actual knowledge or notice of following the occurrence of Seller’s defaultClosing Date. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies under Section 18(i) belowat law, in equity or as herein provided in pursuing remedies of a breach by Seller of any of the Termination Surviving Obligations. Purchaser specifically waives its rights to seek any punitive, speculative, or consequential damages.

Default by Seller. If In the event the Closing and the transactions contemplated hereby do not occur as herein provided by reason of any default of Seller, without the right Purchaser may, as Purchaser's sole and exclusive remedy, elect by notice to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured Seller within ten (10) days Business Days following receipt the Closing Date, either of written notice from Purchaser, then Purchaser may elect, as its sole and exclusive remedy, to the following: (ia) terminate this Agreement, in which event Purchaser will receive from the Escrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, and Purchaser shall be entitled to obtain appropriate actual damages; or (b) obtain specific performance of this Agreement by written notice to against Seller and have recover from Seller the Deposit returned to costs incurred by Purchaser as liquidated damages, whereupon in so obtaining such specific performance. Purchaser shall be deemed to have waived any right elected to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and terminate this Agreement shall have no further force or effect, or (ii) waive and receive back the uncured default and proceed Xxxxxxx Money Deposit if Purchaser fails to Settlement, or (iii) xxx for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action file suit for specific performance hereunderagainst Seller in a court having jurisdiction in the county and state in which the Property is located, Purchaser must commence such an action within on or before ninety (90) days after its receipt following the Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser's remedies at law, in equity or as herein provided in pursuing remedies of actual knowledge or notice a breach by Seller of any of the occurrence of Seller’s defaultTermination Surviving Obligations. Purchaser agrees that specifically waives its failure rights to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) belowseek any punitive, speculative, or consequential damages.

Default by Seller. If Seller, without In the right to do so and in default of its obligations hereunder, event that Seller fails to complete Settlement consummate this Agreement for any reason other than Purchaser’s default hereunder or otherwise materially breaches any the permitted termination of its representationsthis Agreement by Seller or Purchaser as herein expressly provided, warranties or agreements hereunder, which failure is not cured within ten (10) days following receipt of written notice from Purchaser, then Purchaser may electshall be entitled, as its sole and exclusive remedy, either (a) to receive the return of the Xxxxxxx Money, along with a reimbursement of Purchaser’s out-of-pocket expenses not to exceed One Hundred Thousand Dollars (i) $100,000.00), which return shall operate to terminate this Agreement by written notice 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 Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller and have hereunder. Except as expressly provided above in this Section 6.2, Purchaser expressly waives its rights to seek damages in the Deposit returned to Purchaser as liquidated damages, whereupon event of Seller’s default hereunder. Purchaser shall be deemed to have waived any right elected to recover any other amounts from Seller and the right proceed under clause (i) above if Purchaser fails to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force or effect, or (ii) waive the uncured default and proceed to Settlement, or (iii) xxx for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action file suit for specific performance hereunderagainst Seller in a court having jurisdiction in the county and state in which the Property is located, Purchaser must commence such an action within ninety on or before thirty (9030) days after its receipt of actual knowledge or notice of following the occurrence of date upon which Closing was to have occurred. The foregoing is not intended to limit Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies obligations under Section 18(i) below10.24 hereof.

Default by Seller. If Seller, without the right to do so and in default sale of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure the Property as contemplated hereunder is not cured within ten (10) days following receipt of written notice from Purchaserconsummated due to Seller’s default hereunder, then Purchaser may electshall be entitled, as its sole remedy for such default, either (and exclusive remedyfor the avoidance of doubt, in no event both) (a) to (i) receive the return of the Xxxxxxx Money, which return shall operate to terminate this Agreement by written notice to and release Seller from any and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force or effectall liability hereunder, or (iib) waive to enforce specific performance of Seller’s obligation to execute and deliver the uncured default documents required to convey the Property to Purchaser, it being understood and proceed to Settlement, or (iii) xxx for agreed that the remedy of specific performance shall not be available to cause enforce any other obligation of Seller hereunder. Purchaser expressly waives and releases its rights to convey title to seek damages in the Property to Purchaser in accordance with the terms event of this AgreementSeller’s default hereunder. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special speculative, remote or punitive damages. As a condition precedent to , or any other damages and Purchaser exercising its hereby waives and releases any right to bring an action seek or collect any such consequential, speculative, remote or punitive damages, or any damages. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Xxxxxxx Money if Purchaser fails to file suit for specific performance hereunderagainst Seller in a court having jurisdiction in the county and state in which the Property is located, Purchaser must commence such an action within ninety on or before sixty (9060) days after its receipt of actual knowledge or following the date upon which Closing was to have occurred. Seller shall not be deemed to be in default hereunder until and unless Seller has been given written notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence comply with the terms hereof and thereafter does not cure such an action for specific performance failure within five (5) business days after receipt of such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) belownotice.

Default by Seller. If Seller, without In the right to do so and in default event the sale of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure the Property as contemplated under this Agreement is not cured within ten (10) days following receipt of written notice from Purchaserconsummated due to Seller’s default, then Purchaser may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Seller and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed entitled, at Purchaser’s option and as Purchaser’s sole remedy for a default by Seller either (a) to have waived any right to recover any other amounts terminate the Agreement and receive the return of the Escrow Deposit, if applicable from Seller and the right to pursue any other remedy permitted at law or in equity against SellerEscrow Agent, and this Agreement after which neither party shall have no further force any rights or effectobligations under this Agreement, except for obligations hereunder which expressly survive the termination of this Agreement, or (iib) waive the uncured default and proceed to Settlement, or (iii) xxx for the remedy of seek specific performance to cause Seller of Seller’s obligation to convey title to the Property to Purchaser in accordance with with, and all other obligations of Seller pursuant to, the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser Purchaser’s exercising its any right it may have to bring an action for specific performance as the result of Seller’s failure or refusal to perform its obligations hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s defaultscheduled Closing Date. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s The foregoing remedies under Section 18(iof Purchaser are mutually exclusive and only one of such remedies (whichever Purchaser elects) belowmay be exercised.

Default by Seller. If Sellerprior to Closing Seller fails to timely comply with any condition, without the right to do so covenant, or obligation of Seller hereunder, and provided that Purchaser is not in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which and such failure is not cured within ten continues for more than five (105) days following receipt of written notice thereof from Purchaser, then Purchaser may electsuch failure shall be a default and Purchaser, as its sole and exclusive remedyremedy at law or in equity, shall have the right to either: (i) terminate this Agreement by giving written notice thereof to Seller and have the Deposit returned to Purchaser as liquidated damagesSeller, whereupon the Title Company immediately shall deliver the Xxxxxxx Money (and all accrued interest thereon, if any) to Purchaser, free of any claims by Seller, or (ii) enforce specific performance of Seller’s obligations under this Agreement. Purchaser shall be deemed to have waived any right elected to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and terminate this Agreement shall have no further force or effect, or (ii) waive and receive back all of the uncured default and proceed Xxxxxxx Money if Purchaser fails to Settlement, or (iii) xxx file suit for the remedy of specific performance to cause against Seller to convey title to in a court having jurisdiction in the county and state in which the Property is located, on or before ninety (90) days following the date upon which Closing was to Purchaser in accordance with the terms of this Agreementhave occurred. In no event shall Seller Purchaser be liable for entitled to seek recovery of, or recover, any indirect, consequential (including lost profits), exemplary, punitive, or other monetary damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of any kind from Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein contained in this Section 9.1 shall limit or prevent Seller from enforcing Purchaser’s remedies under Section 18(i) belowobligations and liabilities which survive a termination of this Agreement.

Default by Seller. If (i) the Closing does not occur due to Seller’s failure to proceed to Closing notwithstanding the satisfaction (or written waiver by Seller) of all conditions precedent which exist for the benefit of Seller hereunder, (ii) on or before the Closing, any of the Article III Representations and Warranties or any of the Article IV Representations and Warranties is inaccurate in any material respect when made or deemed made by Seller, without or (iii) on or before the right to do so and Closing, Seller shall be in default in respect of performing its obligations hereunderhereunder in any material respect, fails to complete Settlement or otherwise materially breaches any of its representationswhich, warranties or agreements hereunderin either case, which failure is not cured within ten fifteen (1015) days following receipt after notice thereof from Purchaser (which fifteen (15) day period shall, if necessary, automatically extend the Closing Date to the earlier of written notice from Purchaser(x) the date such default is cured, or (y) expiration date of such fifteen (15) day period), then provided Purchaser may electshall not otherwise be in default performing any of its obligations hereunder in any material respect (subject to any notice and/or cure rights set forth herein), Purchaser, as its sole and exclusive remedy, shall elect either (in Purchaser’s sole and absolute discretion) (x) to (i) terminate this Agreement by written notice to Seller and have Agreement, in which event, the Deposit shall be returned to Purchaser as liquidated damagesPurchaser, whereupon Purchaser and all other rights and obligations of the parties hereunder shall be terminate immediately except to the extent expressly deemed to have waived any right survive termination; (y) to recover any other amounts from Seller and the right to pursue any other remedy permitted at law irrevocably waive such default, nonperformance, inaccuracy or in equity against Seller, and this Agreement shall have no further force or effect, or (ii) waive the uncured default breach and proceed to Settlement, Closing without reduction in the Unadjusted Gross Purchase Price or the Adjusted Gross Purchase Price; or (iiiz) xxx for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performanceperformance (which action for specific performance must be filed in a court of competent jurisdiction and served on Seller within thirty (30) days after the alleged default occurs). Nothing herein shall limit Purchaser’s remedies under Section 18(i) below.Notwithstanding anything to the contrary contained in this Agreement, if the material default on the part of Seller to which the above provisions of this

Default by Seller. If Seller, without the right to do so and in default sale of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure the Property as contemplated hereunder is not cured within ten (10) days following receipt of written notice from Purchaserconsummated due to Seller's default hereunder, then Purchaser may electshall be entitled, as its sole and exclusive remedyremedy for such default, either (a) to (i) receive the return of the Xxxxxxx Money, which return shall operate to terminate this Agreement by written notice to and release Seller from any and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Sellerall liability hereunder, and Seller shall reimburse Purchaser for its actual third party costs incurred in connection with this Agreement shall have no further force or effectAgreement, or not to exceed One Hundred Thousand and 00/100 Dollars (ii$100,000.00), (b) waive to seek specific performance of Seller's obligation to execute and deliver the uncured default documents required to convey said Property to Purchaser, it being understood and proceed to Settlement, or (iii) xxx for agreed that the remedy of specific performance shall not be available to cause enforce any other obligation of Seller hereunder, or (c) solely to the extent that specific performance is not available to Purchaser due to (x) Seller’s conveyance of all or a material portion of the Property by Seller to convey title to a party other than Purchaser, or (y) a material encumbrance of the Property to Purchaser intentionally made by Seller in accordance with the terms breach of this Agreement, Purchaser shall have the right to bring an action against Seller to recover any and all actual damages (but excluding consequential and punitive damages) incurred by Purchaser arising as a result of Seller’s actions, but not to exceed Six Hundred Fifty Thousand and No/100s Dollars ($650,000.00). In no event shall Seller be liable for any damages whatsoever, including, without limitation, consequential, special speculative, remote or punitive damages. As a condition precedent Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Xxxxxxx Money if Purchaser exercising its right fails to bring an action file suit for specific performance hereunderagainst Seller in a court having jurisdiction in the county and state in which the Property is located, Purchaser must commence such an action within on or before ninety (90) days after its receipt of actual knowledge or notice of following the occurrence of Seller’s default. Purchaser agrees that its failure date upon which Closing was to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall limit Purchaser’s remedies under Section 18(i) belowhave occurred.

Default by Seller. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, which failure is not cured within withi n ten (10) days following receipt of written notice from Purchaser, then Purchaser may electPurchaser, as its sole and exclusive remedy, shall elect to either: (ia) terminate this Agreement by written notice to Seller and have the Deposit returned to Purchaser as liquidated damages, whereupon Purchaser shall be deemed to have waived any right to recover any other amounts from Seller and the right to pursue any other remedy permitted at law or in equity against Seller, and this Agreement shall have no further force or effect, or (iib) waive the uncured default and proceed to SettlementSettlement without any reduction of or credit against the Purchase Price, or (iiic) xxx sue for the remedy of specific performance to cause Seller to convey title to the Property to Purchaser in accordance with the terms of this Agreement. In Purchaser waives and agrees not to claim or assert any other dam ages or remedies against Seller and in no event shall Seller be liable for any damages whatsoever, whatsoever including, without limitation, consequential, special or punitive damages. As a condition precedent to Purchaser exercising its right to bring an action for specific performance hereunder, Purchaser must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Seller’s default. Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period The foregoing shall be deemed a waiver by it of its right to commence an action for specific performance. Nothing herein shall not limit Purchaser’s remedies right to recover costs and expenses under Section 18(i20(i) below.