Common use of Default by Seller Clause in Contracts

Default by Seller. In the event that Seller fails to consummate this Agreement for any reason other than Purchaser’s default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx Money, 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 Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller breaches in any material respect any of its obligations or representations or warranties contained in this Agreement, or fails to consummate this Agreement for any reason other than Purchaser’s Buyer's default or the permitted termination of this Agreement by Seller or Purchaser Buyer as herein expressly provided, Purchaser Buyer shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyDeposit, 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 's obligation to execute the documents required to convey the Property to PurchaserBuyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser Except as provided above, Buyer expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser Buyer shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Deposit if Purchaser Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails to consummate its obligations in this Agreement for any reason other than Purchaser’s 's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyEarnxxx Xxxey, 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 '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 hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Earnxxx Xxxey if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails to consummate the sale of the Property as contemplated by this Agreement for any reason other than Purchaser’s is not consummated due to Seller's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly providedhereunder, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyDeposit and any accrued interest thereon, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, except that in such event Seller shall reimburse Purchaser for up to Twenty-five Thousand Dollars ($25,000.00) for reasonably documented expenses incurred by Purchaser in connection with Purchaser's investigation of the Property, or (b) to enforce specific performance of Seller’s 's obligation to execute the documents required to convey the Property to PurchaserPurchaser in accordance with the terms of this Agreement, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Except as otherwise set forth in this paragraph, Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Deposit and any accrued interest thereon if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which the Closing was to have occurred.

Default by Seller. In the event that Seller fails to consummate this Agreement for any the Closing and the transactions contemplated hereby do not occur as provided herein by reason other than Purchaser’s of the default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly providedSeller, Purchaser shall be entitledmay elect, as its the sole remedyand exclusive remedy of Purchaser, either to (a) to receive the return of the Exxxxxx Money, which return shall operate to terminate this Agreement and release receive the Deposit from the Escrow Agent, and in such event Seller from shall not have any and all liability hereunderwhatsoever to Purchaser hereunder other than with respect to the Surviving Termination Obligations, or (b) to enforce specific performance of Seller’s 's obligation to execute the documents required to convey the Property to PurchaserProperty, it being understood and agreed that without adjustment to, or credit against, the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunderPurchase Price. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money (as provided in subsection (a) above) if Purchaser fails to deliver to Seller written notice of its intent to file suit a cause of action for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty fifteen (3015) business days after the originally scheduled Closing Date, or having given Seller notice, fails to file a lawsuit asserting such cause of action within ninety (90) days following after the date upon which originally scheduled Closing was Date. Notwithstanding the foregoing, nothing contained herein shall limit Purchaser's remedies at law or in equity, as to have occurredthe Surviving Termination Obligations.

Default by Seller. In the event that If Seller fails to consummate this Agreement for any reason other than Purchaser’s default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to terminate this Agreement, receive the return of the Exxxxxx Xxxxxxx Money, which return shall operate and receive from Seller Purchaser’s actual out-of-pocket costs incurred in connection with the transaction contemplated hereby not to terminate this Agreement and release Seller from any and all liability hereunderexceed $75,000, 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 hereunder. Except as expressly provided in the preceding sentence, Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Xxxxxxx Money if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty sixty (3060) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails to consummate the transaction contemplated by this Agreement for any reason other than Purchaser’s 's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyEarnxxx Xxxey and the payment by Seller for all out-of-pocket costs and expenses incurred by Purchaser in connection with this Agreement up to a maximum amount of $300,000, which return and payment 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 Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller 's obligations hereunder. Purchaser expressly waives its rights to seek additional damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Earnxxx Xxxey if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty ninety (3090) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller breaches in any material respect any of its obligations or representations or warranties contained in this Agreement, or fails to consummate this Agreement for any reason other than Purchaser’s 's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyDeposit and Purchase Price paid to Seller by Buyer, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder; provided, however, if this Agreement is terminated by Purchaser pursuant to any provision of this Agreement as a result of a breach of a representation, warranty or covenant of Seller, then Seller shall be obligated upon demand to reimburse Purchaser for Purchaser's actual out-of-pocket inspection, financing and other costs related to Purchaser's entering into this Agreement, including, without limitation, Purchaser's attorneys' fees, but not to exceed $100,000, or (b) to enforce specific performance of Seller’s 's obligation to execute the documents required to convey the Property Properties to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Except as provided above, Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails Purchaser has performed or has indicated its ability to consummate perform each and every of the conditions precedents herein on or before the Closing Date and the sale of the Property as contemplated hereunder is not consummated on or before such date due to Seller’s Default hereunder (and not as a result of a failure of a condition precedent hereunder in which case Purchaser shall only be entitled to receive the return of the Deposit, which return shall operate to terminate this Agreement for any reason other than Purchaser’s default or the permitted termination of this Agreement by Seller or Agreement), if Purchaser as herein expressly provideddoes not waive such Default and Close, Purchaser shall be entitled, as its sole remedyand exclusive remedy under this Agreement, at law or in equity, either (a) to receive the return of the Exxxxxx MoneyDeposit (plus all accrued interest thereon), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, 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 Purchaser in accordance with the remedy terms of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunderthis Agreement. Purchaser shall be irrevocably deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Deposit if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurredDate.

Default by Seller. In the event that Seller fails to consummate the sale of the Property as contemplated by this Agreement for any reason other than Purchaser’s is not consummated due to Seller's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly providedhereunder, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyDeposit and any accrued interest thereon, in which event Seller shall reimburse Purchaser for the costs, not to exceed Fifty Thousand Dollars ($50,000.00) of legal, title, survey, environmental engineering and architectural services actually incurred by Purchaser in connection with this Agreement and Purchaser's investigation of the Property, which return and reimbursement shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller’s 's obligation to execute the documents required to convey the Property to PurchaserPurchaser in accordance with the terms of this Agreement, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Deposit and any accrued interest thereon if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which the Closing was to have occurred.

Default by Seller. In If the event that Seller fails sale of the Property as contemplated hereunder is not consummated due to consummate this Agreement for any reason other than PurchaserSeller’s material default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly providedhereunder, Purchaser then Buyer shall be entitled, as its sole and exclusive remedy, to either (a) to receive the return of the Exxxxxx MoneyDeposit, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, except that in the event of a willful default on the part of Seller, Buyer may also seek damages from Seller for Buyer’s actual out of pocket costs in connection with this transaction, not to exceed Fifty Thousand Dollars ($50,000); 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 Buyer in accordance with the terms of this Agreement. The remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser Buyer expressly waives its rights to seek damages in the event of Seller’s default hereunder. Purchaser Buyer shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Deposit if Purchaser Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county County and state State in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails to consummate this Agreement for any reason other than Purchaser’s 's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyEarnxxx Xxxey, 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 '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 hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Earnxxx Xxxey if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty sixty (3060) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails to consummate obligations this Agreement for any reason other than Purchaser’s 's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyEarnxxx Xxxey, 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 '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 hereunder. Except as set forth in this Section to the contrary, Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Earnxxx Xxxey if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty fifteen (3015) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails to consummate this Agreement for any reason other than Purchaser’s 's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx Xxxxxxx Money, 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 's obligation to execute the documents required to convey the Property to Purchaser, as required under this Agreement, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Xxxxxxx Money if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty sixty (3060) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails the sale of the Property as contemplated hereunder is not consummated due to consummate this Agreement for any reason other than Purchaser’s Seller's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly providedhereunder, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyDeposit, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce by specific performance of Seller’s 's obligation to execute the documents required to convey the Property to Purchaser, it being understood and agreed that Purchaser in accordance with the remedy terms of specific performance shall not be available to enforce any other obligation of Seller hereunderthis Agreement. Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder, except for Purchaser's right to pursue Seller for damages under Section 5.3 hereof and except if the remedy of specific performance is not available because of Seller's sale, transfer or other disposition of all or any material portion of the Property or any material interest therein to another party while this Agreement is in full force and effect. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Deposit if 29 Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Real Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred.

Default by Seller. In the event that Seller fails the sale of the Property as contemplated hereunder is not consummated due to consummate this Agreement for any reason other than Purchaser’s Seller's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly providedhereunder, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Exxxxxx MoneyDeposit, which return shall operate to terminate this Agreement (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement other than the obligations set forth in Article 11 hereof, which shall be void and thereupon of no force or effect) and release Seller from any and all liability hereunder, except as otherwise expressly provided in this clause (a), or (b) to enforce specific performance of Seller’s 's obligation to execute the documents required to convey the Property to PurchaserPurchaser in accordance with the terms of this Agreement, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Deposit if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty sixty (3060) days following the date upon which Closing was to have occurred.

Default by Seller. In If the event that Seller fails sale of the Property as contemplated hereunder is not consummated due to consummate this Agreement for any reason other than Purchaser’s Seller's material default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly providedhereunder, Purchaser then Buyer shall be entitled, as its sole and exclusive remedy, to either (a) to receive the return of the Exxxxxx MoneyDeposit, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderhereunder provided, however, that Buyer shall be entitled to Buyer's actual out of pocket expenses incurred in connection with the transaction contemplated by this Agreement not to exceed the sum of Five Hundred Thousand Dollars ($500,000.00), or (b) to enforce specific performance of Seller’s 's obligation to execute the documents required to convey the Property to Purchaser, it being understood and agreed that Buyer in accordance with the terms of this Agreement. The remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser Except as set forth herein, Buyer expressly waives its rights to seek damages in the event of Seller’s 's default hereunder. Purchaser Buyer shall be deemed to have elected to terminate this Agreement and receive back the Exxxxxx Money Deposit if Purchaser Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county County and state State in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred.

Default by Seller. In If Seller defaults in its obligation to sell and convey the event that Seller fails Property to consummate Purchaser pursuant to this Agreement for any reason other than Agreement, Purchaser may waive such default and proceed with the Closing, or Purchaser’s default sole remedy shall be to obtain one or the permitted termination other, but not both, of the following, at Purchaser’s election: (a) to terminate this Agreement by Seller or Purchaser as herein expressly providedAgreement, Purchaser shall be entitledin which event Purchaser, as its sole remedy, either (a) shall be entitled to receive the return by the Title Company to Purchaser of the Exxxxxx Xxxxxxx Money, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce obtain specific performance if a court of Seller’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and agreed competent jurisdiction determines that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages is in the event of Seller’s default hereunder. Purchaser shall be deemed to have elected to terminate under this Agreement and receive back that Purchaser has proven the Exxxxxx Money if Purchaser fails to file other elements thereof, provided that any suit for specific performance against Seller in a court having jurisdiction must be brought within 30 days of Seller’s default, and, to the extent permitted by law, Purchaser hereby waives the right to bring suit at any later date. Notwithstanding the foregoing, in the county and state event that the Seller breaches the provisions of Section 10.19 hereof, then Seller shall be entitled to obtain specific performance upon proof of Seller’s breach thereof. This Agreement confers no present right, title or interest in which the Property is locatedto Purchaser and Purchaser agrees not to file a lis pendens or other similar notice against the Property except in connection with, on or before thirty (30) days following and after, the date upon which Closing was to have occurredproper filing of a suit for specific performance.