Common use of Seller’s Breach Clause in Contracts

Seller’s Breach. If Seller breaches this Agreement, the breach is discovered prior to Closing by Buyer and Buyer proceeds to close the transactions contemplated hereunder, Buyer shall have waived any and all damages resulting from Seller’s breach. If Seller breaches this Agreement and Buyer does not close the transactions contemplated hereunder, Buyer shall have the right, as its sole and exclusive remedy, to either: (a) commence an appropriate action for specific performance of Seller’s obligations under this Agreement within thirty (30) days after the scheduled Closing Date, and diligently prosecute the same; or (b) terminate this Agreement by giving written notice of the termination to Seller within two (2) Business Days after the Closing Date, whereupon neither party shall have any further rights or obligations under this Agreement (except for those which expressly survive the termination of this Agreement), and the Escrow Holder shall deliver the Deposit to Buyer, free of any claims by Seller. Buyer hereby waives any and all rights it may have at law or in equity to record a notice of pendency of action or similar notice on the title of any of the Collateral. In addition, Buyer may not recover any consequential, exemplary, incidental, special or punitive damages resulting from Seller’s breach of this Agreement. Buyer’s damages for such breach may not exceed the amount of the Deposit.

Seller’s Breach. If Seller breaches this Agreement, the breach is discovered prior to Closing by Buyer may, at Buyer's sole option and Buyer proceeds to close the transactions contemplated hereunder, Buyer shall have waived any and all damages resulting from Seller’s breach. If Seller breaches this Agreement and Buyer does not close the transactions contemplated hereunder, Buyer shall have the right, as its sole and exclusive remedy, to either: (ai) commence an appropriate action for specific performance of Seller’s obligations under by written notice to Seller and Escrow Agent, cancel this Agreement within thirty (30) days after whereupon the scheduled Closing DateXxxxxxx Money Deposit, and diligently prosecute including the same; or (b) terminate portion thereof constituting the Non-Refundable Deposit, plus interest shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement by giving written notice Agreement, neither of the termination to Seller within two (2) Business Days after the Closing Date, whereupon neither party Parties shall have any further rights liability or obligations under this Agreement obligation hereunder; or (except for those ii) seek specific performance against Seller in which expressly survive event XXX shall be automatically extended as necessary. Notwithstanding the termination foregoing, if specific performance is unavailable as a remedy to Buyer because of this Agreement)Seller's affirmative acts, and the Escrow Holder Buyer shall deliver the Deposit be entitled to Buyer, free of any claims by Seller. Buyer hereby waives any and pursue all rights it may have and remedies available at law or in equity equity; provided, however, that damages awarded to record a notice of pendency of action or similar notice on the title of any of the Collateral. In addition, Buyer may not recover any consequential, exemplary, incidental, special or punitive damages resulting from Seller’s breach of this Agreement. Buyer’s damages for such breach may not shall in no event exceed the amount of the Xxxxxxx Money Deposit. Except for any damages incurred arising out of Seller's breach of its warranty set forth in Section 16, a claim by Buyer for attorneys' fees pursuant to this Agreement, or any other amounts owing from Seller to Buyer pursuant to Seller's express indemnification of Buyer in this Agreement, the remedies provided above in this Section for the breach of this Agreement by Seller shall be Buyer's sole remedy.

Seller’s Breach. If Seller breaches this Agreement, including, without limitation, a material breach of any representation or warranty of Seller set forth herein and/or the breach failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that is discovered prior to Closing by Buyer and Buyer proceeds to close the transactions contemplated hereunderwithin Seller’s control, Buyer shall have waived any and all damages resulting from Seller’s breach. If Seller breaches this Agreement and Buyer does not close the transactions contemplated hereunder, Buyer shall have the rightmay, as its Buyer’s sole and exclusive remedy, by written notice to either: (a) commence an appropriate action for specific performance Seller and Escrow Agent, cancel this Agreement whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses incurred prior to the date of Seller’s default, such amount not to exceed the sum of $50,000.00 (provided, however, that the obligation to reimburse Buyer for its out-of-pocket costs shall only arise upon Seller’s receipt of reasonably satisfactory evidence of such costs), and thereafter, only if the Seller’s default is solely with respect to its intentional and willful failure to fulfill its obligations under this Agreement within thirty (30) days after Agreement, pay to Buyer the scheduled Closing Datesum of $250,000.00 as liquidated damages for the breach of this Contract, it being agreed between the parties hereto that the actual damages to Buyer in the event of such breach are impractical to ascertain and diligently prosecute the same; or (b) terminate this Agreement by giving written notice of the termination to Seller within two (2) Business Days after the Closing Date, whereupon such amount is a reasonable estimate thereof. Thereafter neither party shall have any further rights or obligations under this Agreement (hereunder, except for as to those which expressly survive the termination of this Agreement), Contract. Seller hereby acknowledges and agrees that the Escrow Holder provisions of this Section 20(a) shall deliver the Deposit to Buyer, free of not limit any claims by Seller. rights or remedies Buyer hereby waives any and all rights it may have at law against Seller after XXX for any misrepresentation, breach of warranty or default by Seller in equity to record a notice of pendency of action or similar notice on the title of any of the Collateral. In addition, Buyer may not recover any consequential, exemplary, incidental, special or punitive damages resulting from Seller’s breach of its obligations under this Agreement. Buyer’s damages for such breach may not exceed , the amount of the DepositTransfer Documents or any other documents to be entered into pursuant to this Agreement.