Common use of Seller’s Failure to Close Clause in Contracts

Seller’s Failure to Close. Subject to the notice and cure provisions in Section 16.1. above, if Seller defaults in the performance of its obligation to close on the terms and conditions contained herein at or before Closing (each, a “Seller Closing Default”), Buyer shall have the right to elect as its sole remedies to either: (i) terminate this Agreement and receive immediate return of the uncredited portion of the Exxxxxx Money previously deposited by Buyer; or (ii) maintain an action for specific performance provided, however, that if Buyer elects to pursue specific performance but such remedy is or becomes unavailable as a result of any action or inaction of Seller or any other Seller Parties occurring from and after the Effective Date and at any time thereafter during the effective period of this Agreement, then Buyer shall have the right to pursue a claim at law for actual damages. Buyer expressly waives all other rights or remedies for any Seller Closing Defaults. Upon termination of this Agreement pursuant to this paragraph, and the payment of all sums due hereunder, the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination.