Common use of Defaults; Termination Clause in Contracts

Defaults; Termination. (a) If Seller fails in any material respect to comply with, fulfill or perform any covenant or obligation to be complied with, fulfilled or performed by it under this Agreement, or Seller fails or refuses to consummate the transactions under this Agreement in accordance with the terms and conditions of this Agreement other than by reason of nonfulfillment of any Seller’s Condition, or by reason of a Purchaser’s Default (as defined below) (any such event being herein referred to as a “Seller’s Default”), or if any Purchaser’s Condition described in Section 10 is not fulfilled on or before the Closing Date or waived by Purchaser, then, and in any such event, Purchaser shall have the right, at its election, and in addition to any other rights and remedies it may have under Section 21, to terminate this Agreement by written notice from Purchaser to Seller, in which event all liabilities and obligations of the parties hereunder (except as provided in Section 21 below) shall cease except for those which expressly survive termination of this Agreement, and the Deposit together with all interest earned thereon (except as described in Section 21 below) shall be returned immediately to Purchaser, provided that if the Seller willfully frustrates the sale of the Property or if specific performance is not available, then in addition to the refund of the Deposit, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses in connection with its investigation of the Property not to exceed One Hundred Thousand Dollars ($100,000). (b) If Purchaser fails in any material respect to comply with, fulfill or perform any covenant or obligation to be complied with, fulfilled or performed by it under this Agreement, or Purchaser fails or refuses to consummate the transactions under this Agreement in accordance with the terms and conditions of this Agreement other than by reason of nonfulfillment of any Purchaser’s Condition, or by reason of a Seller’s Default (any such event being herein referred to as a “Purchaser’s Default”), or any Seller’s Condition described in Section 11 is not fulfilled on or before the Closing Date or waived by Seller, then, and in any such event, Seller shall have the right, at its election, and in addition to any other rights and remedies it may have under Section 21, to terminate this Agreement by written notice from Seller to Purchaser, in which event all liabilities and obligations of the parties hereunder (except as provided in Section 21 below) shall cease except for those which expressly survive termination of this Agreement. If Seller terminates this Agreement by reason of non-fulfillment of a Seller’s Condition, all liabilities and obligations of the parties hereunder shall cease except for those which expressly survive termination of this Agreement, and the Deposit together with all interest earned thereon (except as described in Section 21 below) shall be returned immediately to Purchaser.