Default by the Sellers Prior to Closing. 9.2.1 If (a) the condition to Closing set forth in Section 8.2.1 is not satisfied as of the Closing Date, (b) after all of the conditions to the Sellers’ obligations to proceed with the Closing have been satisfied or, in lieu thereof, waived by the Sellers, the Sellers fail to deposit the documents and instruments specifically listed in Section 5.2 hereof with Escrow Agent on the Closing Date, or (c) the condition to Closing set forth in Section 8.2.3 is not satisfied as of the Closing Date, (any of the foregoing circumstances being referred to herein as a “Seller Default”), then Purchaser’s sole remedy shall be: (i) solely in the case of a Seller Default referred to in Clause (b) of this Section 9.2.1, to pursue an action against the Sellers for specific performance, provided that such action must be initiated within ninety (90) days following the date on which the Closing should have occurred in accordance with this Agreement; or (ii) in the case of Clause (a), (b) or (c) of this Section 9.2.1, to terminate this Agreement as and when permitted pursuant to Section 9.2.3, and thereupon to receive the Xxxxxxx Money Deposit and reimbursement from Sellers when and to the extent provided below in Section 9.2.3. All other claims to damages or other remedies in connection with a Seller Default are expressly waived by Purchaser. The refund of the Xxxxxxx Money Deposit and the payment of the expenses as set forth in Section 9.2.3 is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Purchaser.
