Seller Default Sample Clauses
Seller Default. If a Seller defaults (i) in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunder, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may exercise its rights set forth in this Section 10.2 without any further opportunity of such Seller to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default continues for more than ten (10) days after written notice from Purchaser, then, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If Purchaser, pursuant to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s right, title and...
Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.
Seller Default. If Seller shall (a) refuse or fail to convey the Property as herein provided for any reason other than (i) a breach or default by Purchaser under this Agreement and the expiration of the cure period, if any, provided under Section 12.6 hereof, (ii) the existence of a Pending Default (as defined in and contemplated by Section 12.6), or (iii) any other provision of this Agreement which permits Seller to terminate this Agreement or otherwise relieves Seller of the obligation to convey the Property, or (b) shall breach or default under any other material obligation under this Agreement for any reason other than one described in the foreclosing clauses (i), (ii) or (iii), and such breach or default continues beyond the expiration of the cure period, if any, provided for in Section 12.6 hereof, Purchaser shall elect as its sole remedy hereunder either to terminate this Agreement and recover the Deposit or to enforce the Seller’s obligations to convey the Property or perform its material obligations in accordance with this Agreement, provided that no such action in specific performance shall seek to require the Seller to do any of the following: (a) change the condition of the Property (except as set forth in Section 4.2 hereof) or restore the same after any fire or other casualty; (b) subject to Section 10.3 below, expend money or post a bond to remove a title encumbrance or defect or correct any matter shown on a survey of the Property, or (c) secure any permit, approval, or consent with respect to the Property or Seller’s conveyance of the Property. If Purchaser so terminates this Agreement, Purchaser shall return to Seller all copies of all studies, reports, plans and other materials supplied by Seller, which obligations shall survive such termination.
Seller Default. The occurrence at any time of any of the following events shall constitute a “Seller Default”:
Seller Default. In the event that, on or before the Close of Escrow, Seller breaches any warranty or representation contained herein or at any time fails to comply with or perform any of the conditions, covenants, agreements or obligations to be performed by Seller hereunder (“Seller Breach”), then Buyer may elect, upon giving written notice to Seller (i) to terminate this transaction and Escrow, in which event Buyer shall receive a refund of the Earnest Money Deposit (together with all interest thereon), and Seller shall reimburse Buyer for Buyer’s reasonable and actual out of pocket expenses incurred by Buyer not to exceed $50,000 or (ii) to treat this Agreement as being in full force and effect in which event Buyer shall have the right to an action against Seller for specific performance and the costs (including reasonable attorneys’ fees) for prosecuting such action.
Seller Default. IF, AT CLOSING, SELLER IS IN DEFAULT OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND SUCH DEFAULT CONTINUES BEYOND THE PERIOD SPECIFIED IMMEDIATELY ABOVE, THEN BUYER SHALL HAVE THE RIGHT TO ELECT, AS ITS SOLE AND EXCLUSIVE REMEDY, TO TAKE ONE (1), BUT NOT MORE THAN ONE (1), OF THE FOLLOWING ACTIONS: (i) terminate this Agreement by written notice to SELLER, promptly after which the Deposit shall be returned or released to BUYER and neither SELLER nor BUYER shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement; (ii) waive the default and proceed to Closing; or (iii) file an action for specific performance; provided, however, that no such action shall be deemed timely unless BUYER files and serves the same within no later than Ninety (90) days after the earlier of (x) the date the applicable SELLER’s default occurred or (y) what would have been the Expected Closing Date, but for SELLER’s default, and any such action filed or served thereafter shall be deemed time barred. EXCEPT AS EXPRESSLY PROVIDED ABOVE, AND EXCEPT FOR SELLER’S POST-CLOSING OBLIGATIONS UNDER THIS AGREEMENT, BUYER HEREBY WAIVES AND RELEASES ANY RIGHT BUYER OTHERWISE POSSESSES TO RECOVER OR SEEK TO RECOVER ANY DAMAGES ARISING OUT OF THIS AGREEMENT AND/OR ESCROW, INCLUDING, WITHOUT LIMITATION, ANY CONSEQUENTIAL (INCLUDING LOST PROFITS), SPECIAL OR GENERAL DAMAGES OF ANY NATURE OR KIND (EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR FOR ANY PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, AND ALL SUCH DAMAGES CLAIMS ARE HEREBY WAIVED BY BUYER TO THE FULLEST EXTENT PERMITTED BY LAW.
Seller Default. If Seller breaches its obligation, in any material respect, to consummate the Closing hereunder after written notice to Seller and a reasonable opportunity to cure, then Purchaser’s sole and exclusive remedy shall be to (i) terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing, in which event the Earnest Money shall be returned to Purchaser, and, after the return to Purchaser of the Earnest Money, this Agreement shall be null and void, and neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination or (ii) specifically enforce this Agreement (but no other action, for damages or otherwise, shall be permitted); provided that any action by Purchaser for specific performance must be commenced, if at all, within thirty (30) days of Seller’s breach, the failure of which shall constitute a waiver by Purchaser of such right and remedy. For purposes of this Agreement, an action shall be deemed to have been “commenced” if a complaint has been filed in a court of competent jurisdiction within such time period. If Purchaser shall not have commenced an action for specific performance within the aforementioned time period or so notified Seller of its election to terminate this Agreement, Purchaser’s sole and exclusive remedy shall be to terminate this Agreement in accordance with clause (i) above, and this Agreement shall automatically terminate and be of no further force or effect (except for any obligations that expressly survive termination) on the day after the scheduled Group One Closing Date or the Group Two Closing Date, as the case may be. If there is a failure in any material respect of any condition precedent to Closing hereunder as specifically set forth in Section 6a and 6b hereof, and such failure is not remedied after written notice and opportunity to cure, then Purchaser’s sole and exclusive remedy shall be to terminate this Agreement by giving written notice thereof to Seller prior to or at the Group Two Closing, as the case may be, in which event the applicable portion of the Earnest Money shall be returned to Purchaser, and, after the return to Purchaser of the Earnest Money, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination and any remedies at law or equity available to Purchaser to enforce Purchaser’s rights o...
Seller Default. Notwithstanding any provision in this Agreement to the contrary, if Closing does not occur by reason of a default by Seller which continues for five (5) days after written notice from Buyer ("Seller’s Cure Period"), then Buyer shall elect, as its sole and exclusive remedy, by notice to Seller within three (3) business days following the end of Seller’s Cure Period, either of the following: (i) terminate this Agreement, in which event Buyer shall receive the Earnest Deposit, Seller shall pay for Buyer’s actual out-of-pocket expenses incurred in connection with this Agreement in an amount up to the Reimbursement Amount, and neither of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination; or (ii) enforce specific performance of this Agreement. A formal action for specific performance or damages must be commenced within ninety (90) days following the expiration of Seller’s Cure Period. Except as set forth above, Buyer expressly waives its rights to seek damages in the event of Seller’s default hereunder.
Seller Default. If Seller fails to close the purchase of the Property due to a Seller default, Buyer may, as its sole and exclusive remedy hereunder, elect one of the following remedies, at Buyer’s sole election: (i) terminate this Agreement by written notice to Seller and Escrow Holder, and upon receipt of such notice of termination, Escrow Holder shall promptly refund the Deposit to Buyer and Seller shall reimburse Buyer for its reasonable out-of-pocket costs up to a maximum amount of Seventy-Five Thousand and No/100 Dollars ($75,000.00) (which costs must be substantiated by invoices); or (ii) commence an action or proceeding for specific performance. The provisions of this Section 13.1 shall survive the Closing or termination of this Agreement.
Seller Default. If either Seller defaults in performing any covenants or agreements to be performed by either Seller under this Agreement or if either Seller breaches any representations or warranties made by such Seller in this Agreement (or if one of the Other Sellers defaults under or breaches the applicable Other Property Purchase Agreement), following notice to Seller and five (5) days thereafter during which period Seller may cure the default, Buyer may, in its sole and absolute discretion, avail itself of any and all rights and remedies available at law or in equity, including without limitation the right to terminate this Agreement (and the Other Property Purchase Agreements) and recover all damages proximately caused by the applicable Seller’s breach or default and the right to continue this Agreement and the Other Property Purchase Agreements pending Buyer’s action for specific performance and/or damages hereunder, and no such remedy shall be deemed exclusive or to preclude the pursuit of any other remedy. Any damages to which Buyer is entitled shall include without limitation all due diligence costs, title, escrow, legal and inspection fees and any other expenses incurred by Buyer in connection with the performance of its due diligence review of the Property and the Other Property Purchase Agreements, including, without limitation, environmental and engineering consultants’ fees and the fees incurred in connection with the preparation and negotiation of this Agreement and the Other Property Purchase Agreements, but shall exclude any consequential or indirect damages except in the case of fraud or willful misconduct. The foregoing notwithstanding, no right to cure shall extend the Closing.[Remainder of page intentionally left blank.]