Seller Defaults. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT UNDER THIS AGREEMENT, THEN PURCHASER SHALL HAVE, AS ITS EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER, SELLER SHALL PAY TO PURCHASER AN AMOUNT EQUAL TO PURCHASER’S REIMBURSABLE DUE DILIGENCE EXPENSES (AS HEREINAFTER DEFINED) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THOSE PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT), PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR (B) IF SELLER SHALL WILLFULLY FAIL TO TRANSFER THE PROPERTY PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN SIXTY (60) DAYS OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. AS USED HEREIN, “PURCHASER’S REIMBURSABLE DUE DILIGENCE EXPENSES” SHALL MEAN AND REFER TO THIRD-PARTY OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY PURCHASER IN CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT OR INCURRED IN CONNECTION WITH THIS TRANSACTION, INCLUDING ATTORNEYS’ FEES, LOAN APPLICATION FEES, EXISTING LENDER COSTS AND EXPENSES, AND OTHER EXPENSES INCURRED IN CONNECTION WITH PURCHASER’S INVESTIGATIONS UNDER THIS AGREEMENT PRIOR TO THE TERMINATION OF THIS AGREEMENT BY PURCHASER; PROVIDED, HOWEVER, (I) IN NO EVENT SHALL SELLER BE OBLIGATED UNDER THIS AGREEMENT TO REIMBURSE PURCHASER FOR PURCHASER’S REIMBURSABLE DUE DILIGENCE EXPENSES (IN THE AGGREGATE) IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000) AND (II) SELLER’S OBLIGATION HEREUNDER TO REIMBURSE PURCHASER FOR PURCHASER’S REIMBURSABLE DUE DILIGENCE EXPENSES SHALL RELATE ONLY TO PURC...
Seller Defaults. If the transaction herein provided shall not be closed by reason of Seller’s default under this Agreement, then Purchaser shall have, as its exclusive remedies, the right to either (a) terminate this Agreement [in which event the Deposit (and all interest earned thereon) shall be returned to Purchaser, and neither party hereto shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive the termination of this Agreement], Purchaser hereby waiving any right or claim to damages for Seller’s breach, or (b) specifically enforce this Agreement (but no other action, for damages or otherwise, shall be permitted); provided that any action by Purchaser for specific performance must be filed, if at all, within thirty (30) days of Seller’s default, and the failure to file within such period shall constitute a waiver by Purchaser of such right and remedy. If Purchaser shall not have filed an action for specific performance within the aforementioned time period or so notified Seller of its election to terminate this Agreement, Purchaser’s sole remedy shall be to terminate this Agreement in accordance with clause (a) above. Purchaser shall not have any other rights or remedies hereunder as a result of any default by Seller prior to Closing, and Purchaser hereby waives any other such remedy as a result of a default hereunder by Seller. Without limiting the generality of the foregoing, Purchaser expressly waives its rights to seek damages from Seller in the event of Seller’s default hereunder. Nothing contained in this Section 9.1 will be deemed to limit Purchaser’s rights or Seller’s obligations under any Seller indemnity requirement under this Agreement.
Seller Defaults. The occurrence of any one or more of the following events shall constitute a Seller Default:
Seller Defaults. The following events shall be defaults with respect to Seller (each, a “Seller Default”):
Seller Defaults. (i) If the transactions contemplated by this Agreement do not close by reason of the failure of the satisfaction of the conditions benefiting the Purchasers under Section 8.1 and 8.2 in this Agreement (except by reason as described in (ii) of this Section), then the Deposit shall be returned to the Purchasers, and neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement.
Seller Defaults. If Seller defaults under this Agreement prior to Closing, and Seller fails to cure such default within fifteen (15) calendar days (or such reasonably longer period of time if such default is incapable of cure within such fifteen-day period) after receipt of Buyer's written notice to Seller of the default, Buyer shall, as its sole and exclusive remedy, either: (a) terminate this Agreement and recover the Xxxxxxx Money, or (b) seek specific performance of this Agreement by commencing suit therefor within three (3) months after the date of Seller's default.
Seller Defaults. In the event Seller fails to perform any of Seller’s obligations hereunder, Buyer may either (i) terminate this Agreement by written notice to Seller and receive the return to it of the Deposit with all interest accrued thereon, whereupon all obligations of the parties hereto shall cease and this Agreement shall be void and without recourse to the parties hereto, or (ii) seek specific performance of this Agreement, which action shall be commenced within twenty (20) days of the Time of Closing (if not commenced within such time period, Buyer shall be deemed to have waived any action at law or in equity for any alleged failure of Seller to perform its obligations hereunder).
Seller Defaults. If Seller shall be unable to convey title, or to deliver possession of the Property, all as herein stipulated, or if on the Closing Date the Property does not conform with the provisions hereof, then Seller shall use reasonable efforts to remove all 10 defects in title, and to deliver possession as provided herein, and to make the Property conform to the provisions hereof, as the case may be, and the Closing Date may be extended by mutual agreement of Seller and Buyer to a date not later than thirty (30) days after the previously scheduled Closing Date. If at the expiration of the extended time Xxxxxx xxxll have failed so to remove any defects in title (other than monetary liens, which are covered in paragraph 4(b)), deliver possession, or to make the Property conform, as the case may be, all as herein agreed, then, at Buyer's option, the Deposit shall be forthwith refunded and all other obligations of all parties hereto shall cease and this Agreement shall be void and without recourse to the parties hereto; provided, however, that if Buyer is satisfied with the Property and the purchase price, then Buyer shall have the election in its sole and absolute discretion, at either the original or extended Closing Date, to accept such title as the Seller can deliver to the Property in its then condition and to pay therefor the Purchase Price without deduction, except that in the event of such conveyance:
Seller Defaults. In the event that Seller, on or prior to the Closing Date, shall default in the performance of its obligations hereunder, and provided Purchaser is not itself then in default hereunder, Purchaser may, except as is otherwise expressly limited herein, pursue all remedies available to it hereunder or otherwise at law or in equity, including without limitation, the right to seek specific performance of Seller's obligations hereunder.
Seller Defaults. If (i) Seller is in default of any of its obligations hereunder, or (ii) any of Seller’s representations or warranties are untrue in any material respect, or (iii) the Closing otherwise fails to occur (x) by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, or (y) as provided in Section 8.3 above with respect to failed conditions, and such circumstance in (i), (ii) or (iii) continues for five (5) Business Days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer, or (b) waive the condition and proceed to close the Transaction, or (c) seek specific performance of this Agreement by Seller. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days after the occurrence of Seller’s default. Buyer 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 as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Property.
