Seller Default; Specific Performance Clause Samples

The 'Seller Default; Specific Performance' clause defines the remedies available to the buyer if the seller fails to fulfill their contractual obligations, such as not completing the sale or breaching key terms. Typically, this clause allows the buyer to seek specific performance, meaning a court order requiring the seller to complete the transaction as agreed, rather than simply paying monetary damages. This ensures that the buyer can enforce the contract and obtain the unique asset or property they bargained for, addressing situations where monetary compensation would not be adequate to remedy the seller's default.
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Seller Default; Specific Performance. If Seller is in default hereunder (including without limitation as a result of a breach of any representation or warranty of Seller expressly provided in this Agreement), Buyer may, as its sole and exclusive remedy, elect to either (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Deposit and any and all actual, documented, out-of-pocket costs incurred by Buyer in connection with its negotiation of this Agreement, examinations, inspections and/or investigations of the Membership Interest and the Property, or any proposed financing of the proposed purchase of the Membership Interests to date up to (but not exceeding) $200,000.00 plus, if said default occurs after the date on which the Buyer has deposited any "commitment deposit" or "rate lock deposit" or similar non-refundable deposit with any lender in connection with the Property or the Membership Interests (provided that Buyer shall have given Seller not less than two (2) Business Days prior written notice of such commitment deposit or rate lock deposit and provided further that such commitment deposit or rate lock deposit is made no earlier than five (5) Business Days prior to the Closing Date), the amount of such deposit (which obligation shall survive any termination of this Agreement and Buyer shall be entitled to exercise any and all remedies at law or in equity to enforce), or (b) assert and seek judgment for specific performance to consummate the sale of the Membership Interests hereunder, or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. Except as otherwise provided in the immediately preceding sentence or in Section 13 below, Buyer expressly waives its rights to seek any damages in the event of Seller’s default hereunder. Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate this Agreement if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) Business Days following the Outside Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two months following the Outside Closing Date. Buyer’s remedies shall be limited to those described in this Section 3.4 and Section 13. Notwithstanding anything in this Section ...
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Seller Default; Specific Performance. If Seller is in default, ------------------------------------- Buyer may elect to treat this Agreement as cancelled, in which case all payments and things of value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as being in full force and effect and Buyer shall have the right to specific performance or damages, or both.
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Seller Default; Specific Performance. If Seller fails to consummate the sale of the Property pursuant to this Agreement or otherwise materially defaults on its obligations
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Related to Seller Default; Specific Performance

  • Remedies; Specific Performance The Company stipulates that there would be no adequate remedy at law to the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant and accordingly, the Company agrees that, in addition to any other remedy to which the Holder may be entitled at law or in equity, the Holder shall be entitled to seek to compel specific performance of the obligations of the Company under this Warrant, without the posting of any bond, in accordance with the terms and conditions of this Warrant in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Warrant, the Company shall not raise the defense that there is an adequate remedy at law. Except as otherwise provided by law, a delay or omission by the Holder hereto in exercising any right or remedy accruing upon any such breach shall not impair the right or remedy or constitute a waiver of or acquiescence in any such breach. No remedy shall be exclusive of any other remedy. All available remedies shall be cumulative.

  • Right to Specific Performance THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT THE DAMAGES TO BE INCURRED BY PARTICIPANT AS A RESULT OF THE COMPANY’S BREACH OF THIS AGREEMENT WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, THAT DAMAGES WILL NOT BE AN ADEQUATE REMEDY AND THAT ANY BREACH OR THREATENED BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE COMPANY MAY CAUSE IMMEDIATE IRREPARABLE HARM FOR WHICH THERE MAY BE NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, PARTICIPANT SHALL BE ENTITLED TO IMMEDIATE AND PERMANENT EQUITABLE RELIEF (INCLUDING INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE OF THE PROVISIONS OF THIS AGREEMENT) FROM A COURT OF COMPETENT JURISDICTION (IN ADDITION TO ANY OTHER REMEDY TO WHICH IT MAY BE ENTITLED AT LAW OR IN EQUITY). THE PARTIES AGREE AND STIPULATE THAT PARTICIPANT SHALL BE ENTITLED TO SUCH EQUITABLE (INCLUDING INJUNCTIVE) RELIEF WITHOUT POSTING A BOND OR OTHER SECURITY AND THE COMPANY FURTHER WAIVES ANY DEFENSE IN ANY SUCH ACTION FOR SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF THAT A REMEDY AT LAW WOULD BE ADEQUATE AND ANY REQUIREMENT UNDER LAW TO POST SECURITY AS A PREREQUISITE TO OBTAINING EQUITABLE RELIEF. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT THE PARTIES’ RIGHT TO ANY REMEDIES AT LAW, INCLUDING THE RECOVERY OF DAMAGES FOR BREACH OF THIS AGREEMENT.

  • Other Remedies; Specific Performance Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

  • Specific Performance The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

  • Specific Performance; Remedies Each party acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any court having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided for herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.