Seller Defaults. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT UNDER THIS AGREEMENT, THEN PURCHASER SHALL HAVE, AS ITS EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER, SELLER SHALL PAY TO PURCHASER AN AMOUNT EQUAL TO PURCHASER’S REIMBURSABLE DUE DILIGENCE EXPENSES (AS HEREINAFTER DEFINED) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THOSE PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT), PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR (B) IF SELLER SHALL WILLFULLY FAIL TO TRANSFER THE PROPERTY PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN SIXTY (60) DAYS OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. AS USED HEREIN, “PURCHASER’S REIMBURSABLE DUE DILIGENCE EXPENSES” SHALL MEAN AND REFER TO THIRD-PARTY OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY PURCHASER IN CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT OR INCURRED IN CONNECTION WITH THIS TRANSACTION, INCLUDING ATTORNEYS’ FEES, LOAN APPLICATION FEES, EXISTING LENDER COSTS AND EXPENSES, AND OTHER EXPENSES INCURRED IN CONNECTION WITH PURCHASER’S INVESTIGATIONS UNDER THIS AGREEMENT PRIOR TO THE TERMINATION OF THIS AGREEMENT BY PURCHASER; PROVIDED, HOWEVER, (I) IN NO EVENT SHALL SELLER BE OBLIGATED UNDER THIS AGREEMENT TO REIMBURSE PURCHASER FOR PURCHASER’S REIMBURSABLE DUE DILIGENCE EXPENSES (IN THE AGGREGATE) IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000) AND (II) SELLER’S OBLIGATION HEREUNDER TO REIMBURSE PURCHASER FOR PURCHASER’S REIMBURSABLE DUE DILIGENCE EXPENSES SHALL RELATE ONLY TO PURC...
Seller Defaults. The occurrence of any one or more of the following events shall constitute a Seller Default:
Seller Defaults. In the event that Seller, on or prior to the Closing Date, shall default in the performance of its obligations hereunder, Buyer, as its sole and exclusive remedy, may either (a) seek specific performance of Seller’s obligations hereunder, or (b) terminate this Agreement and receive a refund of the Exxxxxx Money, together with reimbursement by Seller of up to Seventy Five Thousand and no/100 Dollars ($75,000.00) of Buyer’s reasonable out-of-pocket costs and expenses actually incurred in connection with the transaction contemplated by this Agreement, including, without limitation, legal fees and expenses, loan fees, rate lock fees, deposits, third party inspection costs and travel expenses actually incurred in connection with the transaction contemplated by this Agreement, whereupon neither party shall have any further obligation to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available, Buyer may seek any other right or remedy available at law or in equity except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable to Buyer for any damages, including, without limitation, any direct, punitive, speculative or consequential damages. The provisions of this Section shall not limit Buyer’s or Seller’s right to pursue and recover on a claim with respect to any of the Termination Surviving Obligations.
Seller Defaults. The following events shall be defaults with respect to Seller (each, a “Seller Default”):
Seller Defaults. If Seller shall be unable to convey title, or to deliver possession of the Property, all as herein stipulated, or if on the Closing Date the Property does not conform with the provisions hereof, then Seller shall use reasonable efforts to remove all 10 defects in title, and to deliver possession as provided herein, and to make the Property conform to the provisions hereof, as the case may be, and the Closing Date may be extended by mutual agreement of Seller and Buyer to a date not later than thirty (30) days after the previously scheduled Closing Date. If at the expiration of the extended time Xxxxxx xxxll have failed so to remove any defects in title (other than monetary liens, which are covered in paragraph 4(b)), deliver possession, or to make the Property conform, as the case may be, all as herein agreed, then, at Buyer's option, the Deposit shall be forthwith refunded and all other obligations of all parties hereto shall cease and this Agreement shall be void and without recourse to the parties hereto; provided, however, that if Buyer is satisfied with the Property and the purchase price, then Buyer shall have the election in its sole and absolute discretion, at either the original or extended Closing Date, to accept such title as the Seller can deliver to the Property in its then condition and to pay therefor the Purchase Price without deduction, except that in the event of such conveyance:
Seller Defaults. If the transaction herein provided shall not be closed by reason of the failure of the satisfaction of the conditions benefiting Purchaser under Article VIII hereof (and not as a result of Seller's default under this Agreement), then, at Purchaser's election, (A) the Deposits shall be returned to Purchaser, and neither party hereto shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (B) Purchaser may specifically enforce this Agreement; provided, that any action by Purchaser for specific performance must be commenced, if at all, within one hundred eighty (180) days of the later to occur of Seller's default or June 1, 2006, the failure of which shall constitute a waiver by Purchaser of such right and remedy. 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, then Purchaser's sole remedy shall be to terminate this Agreement in accordance with clause (A) above. In the event Purchaser commences an equitable action for specific performance, Seller hereby acknowledges that Purchaser does not have an adequate remedy at law and that injunctive relief and specific performance will not constitute a hardship to Seller. In addition, in the event Purchaser prevails under any action under this Section 11.3(a), Seller shall pay to Purchaser all its cost and expenses, including reasonable attorney's fees incurred in pursuing such action. In the event this Agreement is terminated by Purchaser in accordance with Section 11.1(b) as a result of the Seller's breach of any representation, warranty or covenant contained in this Agreement, in addition to Purchaser's right to receive the return of the Deposits or to seek specific performance as aforesaid, the Seller shall be jointly and severally liable to the Purchaser for any damages of the Purchaser as a result of such breach. Nothing in this Section, however, shall be construed to limit Purchaser's rights or damages under any indemnities given by Seller to Purchaser under this Agreement (and without limiting Purchaser's rights under Section 12.5 hereof).
Seller Defaults. If, at the Closing, (i) Seller is in default of any of its obligations hereunder, or (ii) any of Seller’s material representations or warranties are untrue in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and such circumstance in (i), (ii) or (iii) continues for five (5) days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer, or (b) waive the condition and proceed to close the Transaction, or (c) seek specific performance of this Agreement by Seller. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days after the occurrence of Seller’s default. Buyer agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Property.
Seller Defaults. In the event that Seller, on or prior to the Closing Date, shall default in the performance of its obligations hereunder, and provided Purchaser is not itself then in default hereunder, Purchaser may, except as is otherwise expressly limited herein, pursue all remedies available to it hereunder or otherwise at law or in equity, including without limitation, the right to seek specific performance of Seller's obligations hereunder.
Seller Defaults. Purchaser may give a notice of default under this REPA (a "Purchaser Notice of Default") upon the occurrence of any of the following events, unless caused by a breach by Purchaser of this REPA (each a "Seller Event of Default").
Seller Defaults. If Seller defaults in any material respect in the performance of its obligations hereunder and such default is not cured within ten (10) days after the delivery of written notice thereof by Buyer to Seller, then Buyer shall have the right, at Buyer’s option, to terminate this Agreement by the delivery of written notice thereof to Seller, in which event Buyer shall be entitled to a refund of the Deposit plus interest thereon, or Buyer shall, in light of the unique nature of the Property, otherwise have available to it all remedies allowed under law or equity for such breach including, without limitation, specific performance.
