Common use of Seller’s Breach Clause in Contracts

Seller’s Breach. If Seller breaches this Agreement, and fails to cure such breach within ten (10) days after receipt of written notice of such breach from Buyer, including, without limitation, a breach of any representation or warranty of Seller set forth herein, Buyer may, at Buyer’s sole option, either: (i) by written notice to 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 and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; or (ii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary, provided, however, that Buyer must commence an action for specific performance within three (3) months after the scheduled XXX or such right shall be deemed waived. The foregoing restriction on remedies shall not be deemed to limit Buyer’s right to seek actual (but not consequential) damages with respect to any breach discovered after Closing of Seller’s representations and warranties pursuant to Section 13. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, Buyer shall be entitled to pursue all rights and remedies available at law or in equity.

Seller’s Breach. If Seller breaches this Agreement, and fails to cure such breach within ten (10) days after receipt of written notice of such breach from Buyer, including, without limitation, a breach of any representation or warranty of Seller set forth hereinherein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that is exclusively within Seller’s control, Buyer may, at Buyer’s sole option, after notice to Seller and expiration of a ten (10) day cure period, either: (i) by written notice to 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 properly documented up to an aggregate of Five Hundred Thousand Dollars ($500,000.00) and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; (ii) extend the date scheduled for XXX for such reasonable period of time as may be required to permit Seller to cure or remedy such breach (provided such period of time shall not exceed thirty (30) days unless such greater period of time is agreed to in writing by Seller); or (iiiii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary, provided, however, that Buyer must commence an action for specific performance within three (3) months after the scheduled XXX or such right shall be deemed waived. The foregoing restriction on remedies shall not be deemed to limit Buyer’s right to seek actual (but not consequential) damages with respect to any breach discovered after Closing of Seller’s representations and warranties pursuant to Section 13. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, Buyer shall be entitled to pursue all rights and remedies available at law or in equityequity (subject to the provisions of this subsection below). Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX for any misrepresentation, breach of a warranty or default by Seller in any of its obligations under the this Agreement, the Transfer Documents or any other documents to be entered into pursuant to this Agreement except as expressly set forth in this Agreement to the contrary. Notwithstanding any language to the contrary set forth in this Agreement, the Transfer Documents or other documents to be entered into pursuant to this Agreement, in no event shall Seller be liable for indirect, consequential, special or punitive damages under this Agreement, the Transfer Documents, or any other documents to be entered into pursuant to this Agreement.

Seller’s Breach. If Seller breaches this Agreement, and fails to cure such breach within ten (10) days after receipt of written notice of such breach from Buyer, including, without limitation, a breach of any representation or warranty of Seller set forth hereinherein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that are within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by written notice to 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 reasonable, documented out-of-pocket and third-party property diligence expenses (not to exceed $75,000) and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; or (ii) extend the date scheduled for XXX for such reasonable period of time as may be required to permit Seller to cure or remedy such breach (provided such period of time shall not exceed thirty (30) days unless such greater period of time is agreed to in writing by Seller); or (iii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary, provided, however, that Buyer must commence an action for specific performance within three (3) months after the scheduled XXX or such right shall be deemed waived. The foregoing restriction on remedies shall not be deemed to limit Buyer’s right to seek actual (but not consequential) damages with respect to any breach discovered after Closing of Seller’s representations and warranties pursuant to Section 13. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX for any misrepresentation, breach of warranty or default by Seller in any of its obligations under this Agreement, the Transfer Documents or any other documents to be entered into pursuant to this Agreement, which survive Closing (provided that, with respect to any breach of Section 13 above by Seller, such claims are made within the Survival Period).

Seller’s Breach. If Seller breaches this Agreement, and fails to cure such breach within ten (10) days after receipt of written notice of such breach from Buyer, including, without limitation, a breach of any representation or warranty of Seller set forth hereinherein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that is within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by written notice to Seller and Escrow Agent, cancel this Agreement with respect to the Property that is the subject of such breach, whereupon the Xxxxxxx Money Deposit allocated to such Property (i.e., $20,000.00 plus any amount deposited under Section 17 above) shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable documented out-of-pocket and third-party property diligence expenses incurred with respect to such Property not to exceed $20,000.00, and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder with respect to such Property, (ii) by written notice to Seller and Escrow Agent, cancel this Agreement in its entirety whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable documented out-of-pocket and third-party property diligence expenses not to exceed $20,000.00 per Property and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; , or (iiiii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary, provided, however, that Buyer must commence an action for specific performance within three (3) months after the scheduled XXX or such right shall be deemed waived. The foregoing restriction on remedies shall not be deemed to limit Buyer’s right to seek actual (but not consequential) damages with respect to any breach discovered after Closing of Seller’s representations and warranties pursuant to Section 13. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act (e.g., Seller sells a Property to a third party) or intentional omission, Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX pursuant to the indemnification under Section 16 or for any misrepresentation, breach of warranty or default by Seller in any of its obligations under this Agreement, the Transfer Documents or any other documents to be entered into pursuant to this Agreement.

Seller’s Breach. If Seller breaches this Agreement, and fails to cure such breach within ten (10) days after receipt of written notice of such breach from Buyer, including, without limitation, a breach of any representation or warranty of Seller set forth hereinherein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that is within Seller’s control, Buyer may, at Buyer’s sole optionoption as Buyer’s sole and exclusive remedy for the applicable breach, either: (i) by written notice to Seller and Escrow Agent, cancel this Agreement with respect to the Property that is the subject of such breach, whereupon the Xxxxxxx Money Deposit allocated to such Property (i.e., $10,000.00) 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 with respect to such Property not to exceed $10,000.00 and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder with respect to such Property, (ii) by written notice to Seller and Escrow Agent, cancel this Agreement in its entirety 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 and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; , or (iiiii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary, provided, however, that Buyer must commence an action for specific performance within three (3) months after the scheduled XXX or such right shall be deemed waived. The foregoing restriction on remedies shall not be deemed to limit Buyer’s right to seek actual (but not consequential) damages with respect to any breach discovered after Closing of Seller’s representations and warranties pursuant to Section 13. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission(e.g., Seller sells a Property to a third party), Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX pursuant to the indemnification under Section 16 or for any misrepresentation, breach of warranty or default by Seller in any of its obligations under this Agreement, the Transfer Documents or any other documents to be entered into pursuant to this Agreement, subject, however, to any applicable express limitations provided herein or therein.

Seller’s Breach. If Seller breaches this Agreement, and fails to cure such breach within ten (10) days after receipt of written notice of such breach from Buyer, including, without limitation, a breach of any representation or warranty of Seller set forth hereinherein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that are within Seller’s control (each, a “Seller’s Breach”), Buyer may, at Buyer’s sole option, either: (i) by written notice to 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 with respect to the Property, and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; , or (ii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary, provided, however, that Buyer must commence an action for specific performance within three (3) months after the scheduled XXX or such right shall be deemed waived. The foregoing restriction on remedies shall not be deemed to limit Buyer’s right to seek actual (but not consequential) damages with respect to any breach discovered after Closing of Seller’s representations and warranties pursuant to Section 13. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer with respect to the Property because Seller has conveyed or transferred the Property to a third party in breach of Seller’s affirmative act or intentional omissionthis Agreement, Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX pursuant to the indemnification under Section 16 or for any misrepresentation, breach of warranty or default by Seller in any of its obligations under this Agreement, the Transfer Documents or any other documents to be entered into pursuant to this Agreement.

Seller’s Breach. If Seller breaches this Agreement, and fails to cure such breach within ten (10) days after receipt of written notice of such breach from Buyer, including, without limitation, a breach of any representation or warranty of Seller set forth hereinherein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that is within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by written notice to Seller and Master Purchase Agreement and Escrow Instructions Walgreens — Multi-Site Escrow Agent, cancel this Agreement in its entirety whereupon the Xxxxxxx Money Deposit shall promptly be paid immediately refunded in full by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses (provided, however, such reimbursement shall not exceed $35,000.00 per Property) and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; , or (ii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary, provided, however, that Buyer must commence an action for specific performance within three (3) months after the scheduled XXX or such right shall be deemed waived. The foregoing restriction on remedies shall not be deemed to limit Buyer’s right to seek actual (but not consequential) damages with respect to any breach discovered after Closing of Seller’s representations and warranties pursuant to Section 13. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative intentional act or intentional omission, Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX pursuant to the indemnification under Section 16 or for any misrepresentation, breach of warranty or default by Seller in any of its obligations under this Agreement, the Transfer Documents or any other documents to be entered into pursuant to this Agreement.