Permitted Termination; Seller Default Sample Clauses
The 'Permitted Termination; Seller Default' clause defines the circumstances under which a party, typically the buyer, is allowed to terminate the agreement if the seller fails to meet certain obligations. In practice, this clause outlines specific events or breaches—such as failure to deliver goods, non-compliance with representations, or missed deadlines—that constitute a seller default and trigger the buyer's right to end the contract. Its core function is to protect the buyer by providing a clear exit mechanism in the event of seller non-performance, thereby allocating risk and ensuring accountability.
Permitted Termination; Seller Default. If the sale of the Property is not consummated due to the permitted termination of this Agreement by Buyer as herein expressly provided, the Deposit shall be returned to Buyer and Buyer will have no liability hereunder except as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.
Permitted Termination; Seller Default. If the sale of the Property is not consummated due to the permitted termination of this Agreement by Buyer, including a failure of a closing condition as herein expressly provided, the Deposit shall be immediately returned to Buyer. If the sale of the Property is not consummated due to Seller's default hereunder, Buyer shall be entitled, as its sole remedy (except as hereinafter provided) either (a) to terminate the Agreement and receive the return of the Deposit or (b) to enforce specific performance of this Agreement and recover from Seller all its out-of-pocket costs of enforcement, including attorneys' fees and costs. Except as otherwise provided in this Section 5.1, Buyer expressly waives its rights to seek any damages in the event Closing fails to occur as a result of Seller's default hereunder or in the event Closing occurs as a result of Buyer's exercise of its remedy of specific performance for Seller's default, other than any claim based upon a breach of a representation or warranty or other covenant or obligation of Seller which, subject to the third sentence of Section 6.2 hereof, survives the Closing hereunder. Buyer shall be deemed to have elected to terminate this Agreement and receive back the Deposit as provided in subsection (a) of this Section 5.1 if Buyer fails to file suit for specific performance against Seller in a court prescribed by Section 10.5 hereof, on or before forty five (45) days following the date upon which the Closing was to have occurred but for Seller's default. Notwithstanding the foregoing, if the Closing does not occur as a result of a willful breach or default by Seller in the performance of Seller's obligations hereunder, or as a result of any breach of any of Seller's representations or warranties where Seller had knowledge of such breach at the time the representation or warranties were made (or recertified), then if Buyer does not elect to pursue specific performance, Buyer, in addition to receiving a refund of the Deposit, shall also be entitled to reimbursement from Seller for the actual verifiable third party out-of-pocket costs incurred by Buyer in connection with this transaction, including due diligence costs, not to exceed $500,000 in the aggregate.
Permitted Termination; Seller Default. If the sale of the Property is not consummated due to the permitted termination of this Agreement by Buyer as herein expressly provided, the Deposit shall be promptly returned to Buyer and the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement. If the sale of the Property is not consummated due to Seller’s default hereunder, Buyer shall be entitled, as its sole remedy, to either:
(a) terminate this Agreement by notice to Seller, in which event the Deposit shall be returned to Buyer and the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement; or
(b) waive the breach or default and proceed to Closing in accordance with the provisions of this Agreement without adjustment of the Purchase Price; or
(c) pursue an action for specific performance only; it being expressly agreed that Buyer shall have no right to pursue an action for damages.
Permitted Termination; Seller Default. If the sale of the Property and the Cowboys Ownership Interests is not consummated due to the permitted termination of this Agreement by Buyer as herein expressly provided, the Deposit shall be returned to Buyer and Buyer will have no liability hereunder except as set forth in Sections 4.5, 4.6, 4.7, 10.7 and 11.
Permitted Termination; Seller Default. If the sale of the Property is not consummated due to the permitted termination of this Agreement by Buyer as herein expressly
Permitted Termination; Seller Default. If the sale of the Property is not consummated due solely to a default by Seller hereunder, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement by giving Seller written notice of such election prior to Closing, in which case the Deposit shall be returned to Buyer and Buyer may seek an action for damages to recover Buyer's actual out‑of‑pocket costs incurred with its Due Diligence activities and the negotiation of this Agreement up to a maximum of $200,000.00, or (b) to enforce specific performance of this Agreement and obtain damages for any third-party out-of-pocket costs incurred by Buyer in pursuing such remedy (including reasonable attorneys’ fees) up to a maximum of $100,000. Except as set forth above, Buyer expressly waives its rights to seek any damages in the event purchase and sale of the Property is not consummated due to Seller's default hereunder. If the Closing does not occur for any reason other than Buyer’s default, Buyer shall be entitled to receive back the Deposit.
Permitted Termination; Seller Default. If the sale of the Property is not consummated due to the permitted termination of this Agreement by Buyer as herein expressly provided, the Deposit shall be returned to Buyer. If the sale of the Property is not consummated due to Seller's default hereunder, Buyer shall be entitled, as its sole remedy, either (a) to receive the return of the Deposit, or (b) to enforce specific performance of this Agreement. Buyer expressly waives its rights to seek any damages in the event of Seller's default hereunder. Buyer shall be deemed to have elected to terminate this Agreement and receive back the Deposit and be reimbursed for expenses to the extent provided in said item (a) if Buyer fails to file suit for specific performance against Seller in a court prescribed by Section 10.5 hereof, on or before sixty (60) days following the date upon which closing was to have occurred.