Seller’s Failure to Close. Subject to the notice and cure provisions in Section 16.1. above, if Seller defaults in the performance of its obligation to close on the terms and conditions contained herein at or before Closing (each, a “Seller Closing Default”), Buyer shall have the right to elect as its sole remedies to either: (i) terminate this Agreement and receive immediate return of the uncredited portion of the Exxxxxx Money previously deposited by Buyer; or (ii) maintain an action for specific performance provided, however, that if Buyer elects to pursue specific performance but such remedy is or becomes unavailable as a result of any action or inaction of Seller or any other Seller Parties occurring from and after the Effective Date and at any time thereafter during the effective period of this Agreement, then Buyer shall have the right to pursue a claim at law for actual damages. Buyer expressly waives all other rights or remedies for any Seller Closing Defaults. Upon termination of this Agreement pursuant to this paragraph, and the payment of all sums due hereunder, the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination.
Seller’s Failure to Close. In the event that Seller fails or refuses to close the transaction contemplated herein for any reason other than occurrence of such events enumerated herein which allow Seller to terminate this Agreement, Purchaser shall be entitled to (i) terminate this Agreement by written notice to Seller, whereupon this Agreement and the Warrant shall become null and void and of no further force or effect and Purchaser shall be entitled to the recovery from Seller of all out-of-pocket fees, costs and expenditures paid and/or incurred by Purchaser pursuant to and/or in reliance upon this Agreement, or (ii) pursue any other remedies available at law or in equity, including without limitation the remedies of specific performance and/or injunction.
Seller’s Failure to Close. If for any reason, without fault of Buyer, Seller fails to consummate a sale on the Loan Sale Closing Date, upon the terms and conditions set forth in this Agreement, Buyer’s exclusive remedy for such default will be liquidated damages as follows: (i) refund of the Xxxxxxx Money Deposit and all other funds deposited with Seller, including, without limitation, any funds related to the Confidentiality Agreement or Security Deposit Agreement, and (ii) reimbursement by Seller of Buyer’s documented out-of-pocket expenses, not to exceed $1000. The liquidated damages specified in this Section 9.2 are not penalties, but reasonable estimates of the cost to Buyer of the lost transaction. In no event will Seller be liable to Buyer for any other actual, punitive, speculative, or consequential damages, nor will Buyer be entitled to bring a claim to enforce specific performance of this Agreement.
Seller’s Failure to Close. (a) In the event SELLER, without fault, is unable to consummate the sale of the Business and Assets in accordance with the provisions of this Agreement, all deposits held in escrow/trust by Escrow Agent shall be returned to BUYER upon demand;
Seller’s Failure to Close. If Seller fails to Close in accordance with this Agreement, then:
Seller’s Failure to Close. If Seller breaches this Agreement by failing to sell the Assets to Buyer and Seller does not cure such breach within five (5) Business Days after it receives written notice of the same from Buyer, then Buyer may, as its sole and exclusive remedy, either: (i) obtain specific performance Seller’s agreement to sell Buyer the Assets on the terms of this Agreement; or (ii) terminate this Agreement, receive a refund of the Exxxxxx Money, and recover an amount equal to One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) from Seller as full and agreed upon liquidated damages. Buyer and Seller agree that said liquidated damages are reasonable given the circumstances now existing, including, but not limited to, the range of harm to Seller that is reasonably foreseeable and the anticipation that proof of Seller’s actual damages would be costly, impractical and inconvenient.
Seller’s Failure to Close. In the event of Seller’s failure to execute and deliver any Closing document when due or to take any other action that is required of Seller to complete the Closing contemplated by this Agreement, then Purchaser shall have the right to pursue all rights and remedies now or hereafter available at law or in equity or by statute, including, but not limited to, enforcing specific performance of this Agreement and bringing suit for monetary damages, provided, however, that in the event Purchaser elects to xxx for monetary damages, Purchaser’s recovery shall be limited to the actual out-of-pocket costs incurred by Buyer in connection with the acquisition of the Property contemplated by this Agreement, and in no event shall Purchaser be entitled to recover damages based on lost profits or other consequential damages. Additionally, in the event of any material breach by Seller and without waiving any other rights or remedies, Purchaser shall have the right to terminate this Agreement by notice to Seller, and upon such notice of termination the Xxxxxxx Money and any Extension Fees previously paid by Purchaser to Seller shall be returned to Purchaser. Each remedy available to Purchaser shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Purchaser, at its option, may elect to waive the performance of any condition, contingency or provision in Purchaser’s favor set forth in this Agreement. If any condition to Closing shall not be satisfied, Purchaser, at its option, may terminate this Agreement. In the event of such termination, the Xxxxxxx Money shall be returned to Purchaser.
Seller’s Failure to Close. In the event of wrongful failure to close by Seller under the terms of this Agreement, except as otherwise specifically set forth herein, Purchaser’s sole and exclusive remedy shall be, at Purchaser’s option: (i) Purchaser may terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser, Seller shall be liable to Purchaser for all of Purchaser’s out-of-pocket costs (including legal fees) incurred in connection with this transaction (up to $250,000 in the aggregate), and the parties hereto shall have no further rights or obligations hereunder whatsoever, or (ii) Purchaser shall be entitled to an immediate refund of all but $25.00 of the Xxxxxxx Money and to pursue against Seller the remedy of specific performance.
Seller’s Failure to Close. If Buyer exercises the Option to purchase the Property, but thereafter, Seller fails to close on the purchase of the Property by the Closing Date, time being of the essence, then Buyer may elect to treat this contract as canceled, in which case the Option Price shall be returned, or Buyer may elect to treat this contract as being in full force and effect and Buyer shall have the right to specific performance, as well as appropriate damages.
Seller’s Failure to Close. Should Sellers fail or refuse to close or delay the Closing for any reason other than good cause beyond the reasonable control of Seller, the Purchase Price shall be reduced by $15,000.00, representing the net daily cash flow of the Restaurants, for each day after November 15, 1996, unless extended as provided in Section 7.1.
