Seller’s Default; Other Termination Sample Clauses

Seller’s Default; Other Termination. If Closing does not occur because Sellers wrongfully failed to tender performance at Closing, or otherwise breached this Agreement prior to Closing, and all of the conditions to Closing under Sections 11.1 and 11.2 have been satisfied or waived (other than those conditions involving deliveries at Closing) and Buyer is ready to close, Buyer’s remedy hereunder shall be all rights and remedies to which Buyer may be entitled at law or in equity. Sellers’ failure to close shall not be considered wrongful if (i) the conditions under Sections 11.1 and 11.2 are not satisfied through no fault of Sellers and are not waived; or (ii) Sellers have terminated this Agreement as of right under Section 12.1.
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Seller’s Default; Other Termination. If Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise breaches this Agreement prior to Closing, and Buyer is ready to close, then Buyer shall be entitled, as Buyer’s sole remedy at law and in equity, to (i) a return of the Performance Deposit and (ii) Seller shall promptly pay to Buyer an amount equal to seven and one-half percent (7.5%) of the unadjusted Purchase Price, as liquidated damages. The Parties agree that the damages that would be suffered by Buyer as a result of Seller’s breach would be difficult to estimate and that the liquidated damages described herein represent a reasonable estimation of such damages and do not constitute a penalty. Seller’s failure to close shall not be considered wrongful if (i) Seller’s conditions under Section 11.1 are not satisfied through no fault of Seller and are not waived or (ii) Seller has terminated this Agreement as of right under Section 12.1.
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Seller’s Default; Other Termination. If Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise breaches this Agreement prior to Closing, and Buyer is ready to close, then Buyer shall be entitled, as Buyer’s sole remedy at law and in equity, to (i) a return of the Performance Deposit and (ii) Seller shall promptly pay to Buyer an amount equal to seven and one-half percent (7.5%) of the unadjusted Purchase Price, as liquidated damages. The Parties agree that the damages that would be suffered by Buyer as a result of Seller’s breach would be difficult to estimate and that the liquidated damages described herein represent a reasonable estimation of such damages and do not constitute a penalty. Seller’s failure to close shall not be considered wrongful if
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Seller’s Default; Other Termination. If Buyer is entitled to terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(e), and as of the Outside Date all of the conditions to Closing of Seller under Section 2.4 have been satisfied or waived and Buyer is willing and able to close, then Buyer shall be entitled to, at its option, (1) obtain specific performance of this Agreement in lieu of termination and recover all actual, direct damages incurred by Buyer in connection with enforcing such specific performance or (2) terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(e), as applicable, and seek out-of-pocket costs paid by it and its Affiliates in connection with the terminated transaction, including brokers, agents, advisors and reasonable attorneys’ fees. Each Party acknowledges that the remedies at Law of Buyer for a breach or threatened breach of this Agreement by Seller as contemplated pursuant to this Section 7.2(b) may be inadequate and, in recognition of this fact, Buyer, without posting any bond or the necessity or proving the inadequacy as a remedy of monetary damages, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available. Seller’s failure to close shall not be considered wrongful if (i) Seller’s conditions under Section 2.4 are not satisfied through no fault of Seller and are not waived by Seller or (ii) Seller has terminated this Agreement as of right under Section 7.1(b).
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Seller’s Default; Other Termination. SELLER may only make a claim for retention of the Deposit as set forth in Section 6(b)(i) above and BUYER shall be entitled to receive the Deposit (and all earned interest, if any, thereon) immediately after the determination that Closing will not occur for any other reason. If Closing does not occur because SELLER wrongfully fails to tender performance at Closing or otherwise breaches this Agreement prior to Closing, and BUYER is ready to close, BUYER shall retain any legal or equitable remedies for SELLER’s breach of this Agreement including, without limitation, specific performance. SELLER’s failure to close shall not be considered wrongful if (i) Sellers’ conditions under Section 7 are not satisfied through no fault of Sellers and are not waived; or (ii) Seller has terminated this Agreement as of right under Section 6(a).
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Related to Seller’s Default; Other Termination

  • Seller’s Default Buyer may elect to treat this Agreement as cancelled, in which case all Xxxxxxx Money paid by Buyer hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Agreement as being in full force and effect and Buyer shall have the right to specific performance or damages, or both.

  • Buyer’s Default Seller’s remedies shall be limited to liquidated damages in the amount of the Xxxxxxx Money set forth in Section IV. It is agreed that such payments and things of value are liquidated damages and are Seller’s sole and only remedy for Buyer’s failure to perform the obligations of this Agreement. The Parties agree that Seller’s actual damages in the event of Buyer’s default would be difficult to measure, and the amount of the liquidated damages herein provided for is a reasonable estimate of such damages.

  • Default Termination a. In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clause 4 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately.

  • Purchaser’s Default If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the Xxxxxxx Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said Xxxxxxx Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to retain the Xxxxxxx Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the Xxxxxxx Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of said Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

  • Seller Default If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

  • Purchaser Default If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

  • Other Termination This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Disaffiliation Date by either Party if:

  • Buyer Default If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Xxxxxxx Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Seller shall thereupon be released from all obligations hereunder.

  • Other Terminations If Executive’s service with the Company is terminated by the Company or by Executive for any or no reason other than as a Covered Termination, then Executive shall not be entitled to any benefits hereunder other than accrued but unpaid salary, bonus, vacation and expense reimbursement in accordance with applicable law and to elect any continued healthcare coverage as may be required under COBRA or similar state law.

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