Contributor’s Remedies. Except for any breaches waived in writing by Contributors, if Transferee fails to consummate the Contribution when required to do so pursuant to the provisions hereof, then Contributors shall be entitled to terminate this Agreement as the exclusive and sole right and remedy of Contributors (except as provided in this sentence), whereupon this Agreement shall terminate and none of the parties shall have any further obligations to any other party, provided, however, that in such event Transferee shall reimburse Contributors for all reasonable costs incurred by Contributors in connection with the Contribution, provided that the amount to be reimbursed by Transferee shall not exceed Twenty-Five Thousand Dollars ($25,000).

Contributor’s Remedies. In the event that Plymouth fails or refuses to consummate the transactions contemplated by this Agreement, or if Plymouth fails or refuses to perform any of Plymouth’s other obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Agreement by Plymouth pursuant to a right, if any, to terminate expressly set forth in this Agreement or Contributor’s failure to perform Contributor’s obligations under this Agreement, then Contributor may, as Contributor’s sole and exclusive remedy, terminate this Agreement by giving written notice thereof to Plymouth, in which event the parties shall have no further obligations hereunder except for those expressly surviving termination of this Agreement. If Contributor terminates this Agreement in accordance with this Section 0, then the Title Company shall deliver the Xxxxxxx Money to Contributor, it being agreed between Plymouth and Contributor that such amount shall be liquidated damages for a default of Plymouth hereunder, with both parties recognizing and agreeing that the damages Contributor will sustain will be difficult, if not impossible, to ascertain.

Contributor’s Remedies. The reference to "Article 6" specified in Section 19.3 of the Original Agreement shall be deemed deleted and a reference to "Article 7" shall be inserted in its place and stead.

Contributor’s Remedies. If Contributor shall have performed all of its obligations under this Agreement and all conditions to Investor’s obligation to proceed with the Closing shall have been satisfied or waived, and if Investor shall fail or refuse to close as required by the terms of this Agreement, or if Investor shall otherwise be in material breach of any representation, warranty or covenant hereunder, the parties hereto agree that the damages that Contributor would sustain as a result thereof would be substantial, but would be difficult to ascertain. Accordingly, the parties hereto agree that in the event of such default, failure or refusal by Investor, Contributor’s sole remedy shall be payment to it of the entire Initial Deposit and all interest accrued thereon in accordance with the provisions of Article 4, and in addition, Investor shall be liable to pay to Contributor a “break up fee” in the amount of One Million Dollars ($1,000,000), as liquidated damages. It is specifically understood that specific performance and injunctive relief shall not be available remedies.

Contributor’s Remedies. Prior to the Closing, in the event Acquiror breaches any warranty or representation contained in this Agreement or fails to comply with or perform any of the covenants, agreements or obligations to be performed by Acquiror under the terms and provisions of this Agreement, the Xxxxxxx Money Deposit shall become due to Contributor as full liquidated damages and as Contributor’s sole and exclusive remedy, whereupon this Agreement shall automatically terminate. Acquiror and Contributor acknowledge that it would be difficult or impossible to ascertain the actual damages suffered by Contributor as a result of any default by Acquiror and agree that such liquidated damages are a reasonable estimate of such damages; provided, however, that this provision shall not limit Contributor’s right to receive reimbursement for attorneys’ fees incurred by Contributor in pursuing its remedies to recover liquidated damages pursuant to this Section 24(d) or waive or affect Contributor’s rights and Acquiror’s indemnity obligations under other sections of this Agreement. The parties have set forth their initials below to indicate their agreement with the liquidated damages provision contained in this Section 24(d).

Contributor’s Remedies. If Seller Parties shall have satisfied all of the conditions set forth in Section 16.1, and all conditions to Limited Partner's and General Partner's obligation to proceed with the Closing shall have been satisfied or waived on behalf of all Purchaser Parties, and if Limited Partner or General Partner or any other Purchaser Party shall fail or refuse to close as required by the terms of this Agreement, the parties hereto agree that the damages that Seller Parties would sustain as a result thereof would be substantial, but would be difficult to ascertain. Accordingly, the parties hereto agree that in the event of such default, failure or refusal by Limited Partner, General Partner, or any other Purchaser Party Seller Parties' sole remedy shall be to retain the Deposits in accordance with the provisions of Article 6. Nothing contained herein, including without limitation the Closing, shall limit or restrict Seller Parties' ability to pursue any rights or remedies it may have against Limited Partner or General Partner with respect to any Surviving Obligations.

Related to Contributor’s Remedies

Seller’s Remedies If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.
Lessor’s Remedies Upon the occurrence and during the continuance of any LESSEE Default specified in Section 17.1, LESSOR may, at its option, terminate this Lease, in which case:
Purchaser’s Remedies If Seller defaults on its obligations hereunder, or Portfolio Seller defaults in its obligations under the Portfolio Purchase and Sale Agreement at or prior to Closing for any reason, or if prior to Closing any one or more of Seller’s, or, with respect to the Portfolio Purchase and Sale Agreement, Portfolio Sellers’, representations or warranties or covenants are breached in any material respect (subject to the provisions of Section 4.4 hereof and of the Portfolio Purchase and Sale Agreement and the first Sentence of Section 9.3 hereof and of the Portfolio Purchase and Sale Agreement), and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Membership Interests hereunder or Portfolio Seller fails to consummate the sale of the Portfolio Property under the Portfolio Purchase and Sale Agreement), Purchaser shall elect, as its sole remedy hereunder, either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, in which event Seller shall be liable to Purchaser for its out of pocket expenses incurred in connection with the transaction contemplated hereby, but not to exceed $300,000.00, (b) enforce specific performance to consummate the sale of the Membership Interests hereunder, or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement in its entirety if Purchaser fails to deliver to Seller written notice of its intent to proceed otherwise on or before ten (10) Business Days following the scheduled Closing Date or, having given notice that it intends to seek specific performance, fails to file a lawsuit asserting such claim or cause of action in New York County, New York within two months following the scheduled Closing Date. EXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE MEZZANINE LOAN AND SECTION 9.4, IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MEMBERSHIP INTERESTS, THE REAL PROPERTY OR THE IMPROVEMENTS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.
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.
Indemnification; Remedies The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
COMPANY'S REMEDIES 13.1 The services to be rendered by the Consultant hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Consultant of any of the provisions of this Agreement shall cause the Company irreparable injury and damages. The Consultant expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof the Consultant. Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise.
Indemnification and Remedies 37 13.1 Indemnification......................................................... 37 --------------- 13.2 Cumulative Remedies..................................................... 38 ------------------- 13.3 Equitable Remedies...................................................... 38 ------------------
UCC Remedies (a) Upon the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation:
WAIVER AND CUMULATIVE REMEDIES One or more waivers by Landlord or Tenant of any breach of any term, covenant or condition contained in this Lease shall not be a waiver of any subsequent breach of the same or any other term, covenant or condition. Consent to any act by one of the parties shall not be deemed to render unnecessary the obtaining of that party's consent to any subsequent act. No breach by Tenant of this Lease shall be deemed to have been waived by Landlord unless the waiver is in a writing signed by Landlord. The rights and remedies of Landlord under this Lease shall be cumulative and in addition to any and all other rights and remedies which Landlord may have.
Specific Remedies Upon the occurrence of any Event of Default:

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