Common use of Default of Seller Clause in Contracts

Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreement. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.

Default of Seller. In the event If Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, and if such failure continues for twenty (20) days after written notice to Seller, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth aboveClosing, in which event Purchaser shall be entitled to either (a) receive the return of the Xxxxxxx Money (together with all interest earned thereon), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) 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 Eaxxxxx Xoney Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required Purchaser fails to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek file suit for specific performance to enforce Seller’s obligations hereunder by notice to against Seller of Purchaser’s election within 30 days after in a court having jurisdiction in the originally scheduled Closing Date county and filing of such suit within sixty state in which the Property is located, on or before thirty (6030) days of following the date upon which Closing Date, and was to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreementhave occurred. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy remedies available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.

Default of Seller. In the event a Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller Sellers in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller Sellers timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth aboveClosing, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required additionally, Purchaser shall be entitled to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement recover from the Seller of Sellers the reasonable out-of-pocket third-party expenses (reasonably documentation of which has been presented to Sellers) incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount transaction, not to exceed Two Hundred Fifty Seventy-Five Thousand and 00/100 Dollars ($250,00075,000.00), or (ii) in the event pursue an action for specific performance, provided that any action for specific performance is unavailable as a result shall be commenced within thirty (30) days after such default, it being understood that if Purchaser fails to commence an action for specific performance within thirty (30) days after such default, Purchaser’s sole remedy shall be item (i) preceding. Purchaser shall have no right to seek specific performance if any Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation or other legal requirement applicable to such Seller. In no event shall Sellers be liable for any special, punitive, speculative or consequential damages (the foregoing shall not limit Purchaser’s conveyance rights to a third party in violation of the terms of this Agreementrecover actual damages under Section 5.3 above. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy remedies available to Purchaser for any Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.. 6.3

Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth aboveClosing, in which event Purchaser shall be entitled to either (a) receive the return of the Xxxxxxx Money (together with all interest earned thereon), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) 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 Eaxxxxx Xoney Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required Purchaser fails to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek file suit for specific performance to enforce Seller’s obligations hereunder by notice to against Seller of Purchaser’s election within 30 days after in a court having jurisdiction in the originally scheduled Closing Date county and filing of such suit within sixty state in which the Property is located, on or before thirty (6030) days of following the date upon which Closing Date, and was to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreementhave occurred. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy remedies available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.

Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth aboveClosing, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required additionally, Purchaser shall be entitled to be returned by recover from Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket third-party expenses (reasonably documentation of which has been presented to Seller) incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount transaction, not to exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,00050,000.00), or (ii) in the event pursue an action for specific performance, provided that any action for specific PURCHASE AGREEMENT BHDOCS 089930.000022 603549929.9 Purchase and Sale Agreement - Beacon/Energy (Xxxxxxx) performance shall be commenced within thirty (30) days after such default, it being understood that if Purchaser fails to commence an action for specific performance is unavailable as a result within thirty (30) days after such default, Purchaser’s sole remedy shall be item (i) preceding. Purchaser shall have no right to seek specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation or other legal requirement applicable to Seller’s conveyance to a third party in violation of the terms of this Agreement. In no event shall Seller be liable for any special, punitive, speculative or consequential damages. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy remedies available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.

Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreement. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.. Exhibit 10.1