Common use of Seller Defaults Clause in Contracts

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. If the transaction herein provided Seller shall not be closed by reason of Seller’s default under this Agreementhereunder prior to Closing, then Purchaser shall have, be entitled as its exclusive remedies, the right sole remedies to either (ai) terminate this Agreement [and obtain a refund of all of the Xxxxxxx Money and reimbursement of its actual out-of-pocket costs incurred 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 connection with respect to those provisions of this Agreement which expressly survive the termination in an amount not to exceed $200,000; or (ii) to xxx for specific performance of this Agreement], ; and 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 waives any other rights or remedies hereunder at law or equity. Seller shall have no liability after Closing for the breach of any representations, warranties or covenants set forth in this Agreement and any closing documents delivered pursuant hereto except to the extent the loss suffered by Purchaser as a result of any default by Seller prior to Closingsuch breach exceeds $50,000 in the aggregate, and Purchaser hereby waives in no event shall Seller's liability after Closing for a breach of Seller's representations, warranties and covenants under this Agreement and any other such remedy closing documents delivered pursuant hereto as a result of a default hereunder by Seller. Without limiting the generality such breach exceed 2% of the foregoing, Purchaser expressly waives its rights to seek damages from Seller Purchase Price in the aggregate. The foregoing cap, however, shall in no event be applicable to Seller's obligations with respect to prorations or the payment of Seller’s default hereunder. Nothing contained in this Section 9.1 will be deemed commissions applicable to limit Purchaser’s rights or Seller’s obligations under any Seller indemnity requirement under this Agreement. For six (6) months following the Closing Date, Seller shall maintain access to funds so as to have the ability to satisfy any post-closing obligations that it may have hereunder.

Seller Defaults. If the transaction herein provided Seller shall not be closed by reason of Seller’s default under this Agreementhereunder prior to Closing, then Purchaser shall have, be entitled as its exclusive remedies, the right sole remedies to either (ai) terminate this Agreement [and obtain a refund of all of the Xxxxxxx Money (including the Non-Refundable Amount) and reimbursement of its actual out-of-pocket costs incurred 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 connection with respect to those provisions of this Agreement which expressly survive the termination in an amount not to exceed Seventy-Five Thousand Dollars ($75,000.00); or (ii) to xxx for specific performance of this Agreement], ; and 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 waives any other rights or remedies hereunder at law or equity. Seller shall have no liability after Closing for the breach of any representations, warranties or covenants set forth in this Agreement and any closing documents delivered pursuant hereto except to the extent the loss suffered by Purchaser as a result of any default by Seller prior to Closingsuch breaches exceeds $50,000 in the aggregate, and Purchaser hereby waives in no event shall Seller's liability after Closing for a breach of Seller's representations, warranties and covenants under this Agreement and any other such remedy closing documents delivered pursuant hereto as a result of a default hereunder by Seller. Without limiting the generality such breaches exceed two percent (2%) of the foregoing, Purchaser expressly waives its rights to seek damages from Seller Purchase Price in the aggregate. The foregoing cap, however, shall in no event be applicable to Seller's obligations with respect to prorations, the payment of Seller’s default commissions or the obligations to complete the Outstanding TI Work. For six (6) months following the Closing Date, Seller shall maintain access to funds so as to have the ability to satisfy any post-closing obligations that it may have 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 AgreementSECTION 14.

Seller Defaults. If the transaction herein provided Seller shall not be closed by reason of Seller’s default under this Agreementhereunder prior to Closing, then Purchaser shall have, be entitled as its exclusive remedies, the right sole remedies to either (ai) terminate this Agreement [and obtain a refund of all of the Xxxxxxx Money (including the Non-Refundable Amount) and reimbursement of its actual out-of-pocket costs incurred 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 connection with respect to those provisions of this Agreement which expressly survive the termination in an amount not to exceed Seventy-Five Thousand Dollars ($75,000.00); or (ii) to xxx for specific performance of this Agreement], ; and 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 waives any other rights or remedies hereunder at law or equity. Seller shall have no liability after Closing for the breach of any representations, warranties or covenants set forth in this Agreement and any closing documents delivered pursuant hereto except to the extent the loss suffered by Purchaser as a result of any default by Seller prior to Closingsuch breaches exceeds $50,000 in the aggregate, and Purchaser hereby waives in no event shall Seller's liability after Closing for a breach of Seller's representations, warranties and covenants under this Agreement and any other such remedy closing documents delivered pursuant hereto as a result of a default hereunder by Seller. Without limiting the generality such breaches exceed two percent (2%) of the foregoing, Purchaser expressly waives its rights to seek damages from Seller Purchase Price in the aggregate. The foregoing cap, however, shall in no event be applicable to Seller's obligations with respect to prorations, the payment of Seller’s default commissions or the obligations to complete the Outstanding TI Work. For six (6) months following the Closing Date, Seller shall maintain access to funds so as to have the ability to satisfy any post-closing obligations that it may have 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. If In the transaction herein provided event that Seller, on or prior to the Closing Date, shall not be closed by reason default in the performance of Seller’s default under this Agreementits obligations hereunder, then Purchaser shall havePurchaser, as its sole and exclusive remediesremedy, the right to may either (a) seek specific performance of Seller’s obligations hereunder, provided that any suit for specific performance must be brought within sixty (60) days after Seller’s default, failing which, Purchaser shall be deemed to have waived its right to specific performance to the maximum extent permitted by law, or (b) terminate this Agreement [Agreement, in which event case (i) Purchaser shall receive a refund of the Deposit Xxxxxxx Money (including the Termination Amount), (ii) Seller shall reimburse Purchaser for Purchaser's reasonable and all interest earned thereonactual third-party costs incurred in connection with this Agreement in an amount not to exceed One Hundred Thousand Dollars ($100,000) shall be returned to Purchaserupon receipt of an invoice and reasonable supporting documentation, and (iii) neither party hereto shall have any further obligation or liability to the other except party hereunder. The provisions of this Section shall not limit Purchaser’s or Seller's right to pursue and recover on a claim with respect to those provisions any of this Agreement which expressly survive the termination of this Agreement], Termination Surviving Obligations. 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 waives any other rights or remedies hereunder as a result of any default by Seller prior including the right to Closingseek money damages. This Agreement confers no present right, title or interest in the Property to Purchaser, and Purchaser hereby waives agrees not to file a lis pendens or other similar notice against the Property at any other such remedy as time or for any reason, except only in connection with, and after the filing of, 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 Agreementsuit for specific performance.

Seller Defaults. If In the transaction herein provided event that Seller, on or prior to the Closing Date, shall not be closed by reason default in the performance of Seller’s default under this Agreementits obligations hereunder, then Purchaser shall haveBuyer, as its sole and exclusive remediesremedy, the right to may either (a) seek specific performance of Seller’s obligations hereunder, (b) terminate this Agreement [and receive a refund of the Exxxxxx Money, along with reimbursement by Seller of up to One Hundred Thousand Dollars ($100,000) of Buyer's reasonable out-of pocket costs and expenses actually incurred in which event connection with the Deposit (transaction contemplated by this Agreement, including, without limitation, legal fees and all interest earned thereon) shall be returned to Purchaserexpenses, loan fees, rate-lock fees, deposits, third party inspection costs and travel expenses, whereupon neither party hereto shall have any further obligation or liability to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available; Buyer may seek any other right or remedy available at law or in equity except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable to Buyer for any damages, including, without limitation, any direct, punitive, speculative or consequential damages. The provisions of this Section shall not limit Buyer's or Seller's right to pursue and recover on a claim 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 AgreementTermination Surviving Obligations.

Seller Defaults. If In the transaction herein provided event that Seller, on or prior to the Closing Date, shall not be closed by reason default in the performance of Seller’s default under this Agreementits obligations hereunder, then Purchaser shall haveBuyer, as its sole and exclusive remediesremedy, the right to may either (a) seek specific performance of Seller’s obligations hereunder, or (b) terminate this Agreement [and receive a refund of the Exxxxxx Money, together with reimbursement by Seller of up to Seventy Five Thousand and no/100 Dollars ($75,000.00) of Buyer’s reasonable out-of-pocket costs and expenses actually incurred in which event connection with the Deposit (transaction contemplated by this Agreement, including, without limitation, legal fees and all interest earned thereon) shall be returned to Purchaserexpenses, loan fees, rate lock fees, deposits, third party inspection costs and travel expenses actually incurred in connection with the transaction contemplated by this Agreement, whereupon neither party hereto shall have any further obligation or liability to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available, Buyer may seek any other right or remedy available at law or in equity except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable to Buyer for any damages, including, without limitation, any direct, punitive, speculative or consequential damages. The provisions of this Section shall not limit Buyer’s or Seller’s right to pursue and recover on a claim 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 AgreementTermination Surviving Obligations.