Pre-Closing Remedies. In the event (i) any Seller defaults in a material obligation to be performed on the Closing Date, or (ii) any Seller defaults in a material obligation to be performed prior to the Closing Date (and, with respect to any default under this clause (ii) only, such default shall continue until the earlier of (x) three (3) business days after notice to Seller and (y) the Closing Date), Buyer shall be entitled, as its sole remedy, either (a) terminate this Restated Agreement and release Seller from any and all liability hereunder, in which case Buyer shall receive a return of the Deposit (excluding the Independent Consideration) and Seller shall reimburse Buyer for its out-of-pocket costs incurred in connection with the transactions contemplated by this Restated Agreement up to and not exceeding Five Hundred Thousand and No/100 Dollars ($500,000.00) or (b) to enforce specific performance of Seller’s obligation to execute and deliver the documents required in accordance with the terms of this Restated Agreement to allow Closing to occur, and to otherwise deliver possession of the Property to Buyer at Closing, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder or to enforce an obligation of Seller that requires consent from a third party that has not been received. Except as set forth below, Buyer expressly waives its rights to seek damages in the event of Seller’s default hereunder. Buyer shall be deemed to have elected to terminate this Restated Agreement and receive back the Deposit (excluding the Independent Consideration) if Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the date upon which Closing was to have occurred. As material consideration to Seller’s entering into this Restated Agreement with Buyer, Buyer expressly waives any right under California Code of Civil Procedure, Part II, Title 4.5 (Sections 405 through 405.60) or at common law or otherwise to record or file a lis pendens or a notice of pendency of action or similar notice against all of any portion of the Property except in connection with an action for specific performance. Nothing contained in this Section 14.2.1 shall limit or prevent Buyer from (a) if the Closing under this Restated Agreement occurs, asserting any legal or equitable claims against Sel...
Pre-Closing Remedies. Prior to the Closing, the parties hereto may pursue whatever legal remedies may be available under applicable law for any breach of this Agreement by another party hereto, except that Purchasers acknowledge that Seller and Parent shall not have any liability hereunder for any breach of a representation or warranty that shall have occurred after the execution of this Agreement (other than as a result of Seller's or Parent's willful acts or omissions) and shall not have been avoidable through commercially reasonable efforts of Seller or Parent.
Pre-Closing Remedies. 56 ARTICLE 22
Pre-Closing Remedies. Michxxx xxxll promptly notify Conoco in writing of any Adverse Environmental Condition that becomes known to Michxxx xxxxx xx Closing as a result of Michael's investigation of the Conoco Property and the estimated costs for remediating any such conditions which are located on the Conoco Property. Michxxx xxxl be deemed to have waived any claim against Conoco with respect to any Adverse Environmental Condition known to Michxxx xxxxx xx Closing and about which Michxxx xxxls to notify Conoco in writing prior to Closing. Michxxx xxxll provide such information regarding any such Adverse Environmental Conditions as Conoco may reasonably request. If Conoco receives notice from Michxxx xxxxx xx Closing of any Adverse Environmental Condition, Michxxx xxxll have the right to request a reduction in the Purchase Price equal to the cost and expense of remediating the Adverse Environmental Condition to Michael's reasonable satisfaction, the amount of which shall be mutually agreed to by Conoco and Michxxx. Xx Conoco and Michxxx xxxee on the amount of a Purchase Price reduction for an Adverse Environmental Condition, such reduction shall be made at Closing. Any Adverse Environmental Condition for which Michxxx xxxeives a Purchase Price reduction shall become an Assumed Obligation of Michxxx xx Closing and Conoco shall have no further liability or obligation in connection with such Adverse Environmental Condition. However, if (i) the Parties are unable to agree on a Purchase Price reduction for any such Adverse Environmental Condition, or (ii) the agreed cost of remedying all such Adverse Environmental Conditions exceeds 3% of the Purchase Price, either Conoco or Michxxx xxxll have the right to terminate this Agreement, in which event this Agreement shall be of no further force and effect and neither Party shall have any further liability or obligation to the other Party under this Agreement.
Pre-Closing Remedies a. In the event of a breach or threatened breach of this Agreement by either party, the non-breaching party shall have all rights and remedies that may be available at law or equity or the Partnership Agreement.
Pre-Closing Remedies. In addition to the remedies available at law, each of the Parties acknowledges and agrees that the other Party would be irreparably harmed in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached prior to the Closing. Accordingly, each of the Parties agrees that, in addition to any other remedy to which such Party may be entitled at law or in equity, they each shall be entitled to equitable remedies, including injunctive relief and/or specific performance, to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof.
Pre-Closing Remedies. Section 20.16 of the Purchase Agreement is amended and restated in its entirety to read as follows:
Pre-Closing Remedies. The remedies specified in Section 20.16.1 and Section 20.16.2 are intended to be the sole remedies to Buyer for breach by Seller of any representation, warranty, or condition of this Agreement arising or occurring on or prior to the earlier of the Closing Date or the date of termination. Buyer expressly releases and waives its rights to all other remedies.
Pre-Closing Remedies. Except as provided in Section 13.4 of this Agreement and solely with respect to a failure by one party to close the transactions contemplated by this Agreement in breach of the terms hereof, no remedy made available hereunder with respect to such failure to close and consummate this Agreement is intended to be exclusive of any other remedy, and each and every remedy with respect to such failure to close the transactions contemplated by this Agreement in breach of the terms hereof shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at Law or in equity or by statute or otherwise with respect to such failure to close the transactions contemplated by this Agreement in breach of the terms hereof.
Pre-Closing Remedies. If at or prior to the Closing, (A) Buyer shall become aware (whether through its own efforts, by written notice from Seller or any other third party) that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect and shall give Seller notice thereof at or prior to the Closing, or (B) Seller shall notify Buyer that a representation or warranty made herein by Seller is untrue, inaccurate or incorrect, then Seller may, in its sole discretion, elect by notice to Buyer to adjourn the Closing one or more times for up to ten (10) days in the aggregate in order to cure or correct such untrue, inaccurate or incorrect representation or Retail Opportunity Investment Corp./Regency Santa Xxx Downtown Plaza.P&S Agt (v8 – Final)
