Defective Title or Condition Sample Clauses

Defective Title or Condition. If Seller is unable to give title or to make conveyance of the Property, or if Seller is then otherwise in default hereunder, provided that Buyer has complied with all of its obligations hereunder, Buyer may elect, as its sole and exclusive remedy therefor, by written notice given to Seller at or before the Closing Date either (a) to accept such title as Seller can deliver to the Property in its then condition and to pay the full Purchase Price therefor, or (b) to declare Seller to be in default under this Agreement upon which Escrow Agent shall return the Deposit to Buyer and this Agreement shall be null and void and without further force or effect, or (c) if Seller has purposefully refused to convey the Property to Buyer, to seek specific performance of Seller’s obligations under this Agreement provided, however, that if specific performance is not available to Buyer as a result of any action taken by Seller, Seller shall reimburse Buyer for its actual out-of-pocket expenses related to the negotiation of this Agreement, the transactions contemplated hereby and Buyer’s due diligence up to a maximum amount of $25,000. If Buyer does not give Seller notice and commence a suit for specific performance within thirty (30) days of the scheduled Closing Date, Buyer shall be deemed to have waived its right to seek specific performance hereunder.

Defective Title or Condition. (a) If Seller is unable to give title or to make conveyance, to deliver possession of the Property, or if on the Closing Date the Property does not conform with the provisions hereof, Buyer, as its sole and exclusive remedy, may elect by written notice given to Seller at or before the Closing Date either (a) to accept such title as Seller can deliver to the Property in its then condition and to pay the full Purchase Price therefor or (b) to declare Seller to be in default under this Agreement upon which Escrow Agent shall return the Deposit to Buyer and this Agreement shall be null and void and without further force or effect or (c) to seek specific performance of Seller's obligations under this Agreement. If Buyer does not give Seller notice and commence a suit for specific performance within sixty (60) days of the scheduled Closing Date, Buyer shall be deemed to have waived its right to seek specific performance hereunder. Notwithstanding the foregoing, if Seller is unable to close as provided for herein at or before the Closing Date, at Seller's election, (i) Seller may extend the Closing Date for up to sixty (60) days in order to be able to convey the Property as provided for herein or (ii) if Seller is unable to close (either at the initial or extended Closing Date) as a result of litigation affecting its ability to close or related title matters, Seller may terminate this Agreement without incurring any liability to Buyer, upon which Escrow Agent shall return the Deposit to Buyer and this Agreement shall be null and void and without further force or effect. Notwithstanding the foregoing, in the instance that Seller settles the litigation which resulted in Seller terminating this Agreement within six (6) months of the termination, Seller shall promptly provide Buyer with notice of such settlement (the "Settlement Notice") and Buyer shall have the opportunity to purchase the Property on the terms and conditions set forth in this Agreement. Buyer shall have five (5) business days from receipt of the Settlement Notice to notify Seller in writing that it is electing to purchase the Property and to reinstate this Agreement, which response shall be accompanied by proof of the reposting of the Deposit with the Escrow Agent; provided, however, that if Buyer does not timely notify Seller of its election and post the Deposit with the Escrow Agent, Buyer shall be deemed to have waived its right to reinstate this Agreement to purchase the Property. (b) Notwithsta...