Seller’s Pre-Closing Default. 00.0.0.Xx the event Sellers materially breach or fail, without legal excuse, to complete the sale of the Properties or to perform their respective obligations under this Agreement, and such failure continues for ten (10) Business Days after written notice from Buyer to Sellers regarding the same (provided that such ten (10) Business Day period shall not be applicable in connection with a failure by Sellers to perform any of its obligations on the scheduled Closing Date), Buyer may, as its sole remedy therefor either (a) enforce specific performance of this Agreement against Sellers, or (b) terminate this Agreement and receive a return of the Deposit. In the latter case, Sellers shall promptly reimburse Buyer for Buyer’s actual verifiable out-of-pocket costs and expenses incurred in connection with this Agreement or as a result of Sellers’ default hereunder (“Pursuit Costs”) not to exceed a total amount of $250,000. Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the Deposit and reimbursement of the Pursuit Costs if Buyer fails to provide Sellers with written notice, within fifteen (15) days following the date upon which the Closing was to have occurred, of Buyer’s intent to file a suit for specific performance or if Buyer fails to file such suit within forty-five (45) days after such written notice. Notwithstanding the foregoing, solely in the event that Sellers default under this Agreement by transferring the Property to another person or entity (other than Buyer) such that specific performance is no longer an available remedy, then, in addition to its remedies set forth above, Buyer shall have the right to bring an action against Seller for Buyer’s actual damages, provided that in no event shall the liability of Seller in such event exceed an amount equal to the amount by which the purchase price paid by such other person or entity exceeds the amount of the Purchase Price set forth in this Agreement.
Seller’s Pre-Closing Default. In the event of a Seller breach or default under this Agreement (a “Seller Breach”) prior to the Close of Escrow which remains uncured after notice from Buyer for a period of ten (10) days, then upon the written election of Buyer given to Seller and Escrow Holder within two (2) business days after the expiration of such ten-day period, Buyer may elect one of the following three options:
Seller’s Pre-Closing Default. If (i) Seller shall fail or refuse to make settlement hereunder as herein required, or (ii) any representation or warranty made by Seller herein shall be untrue or misleading in any material respect, or (iii) Seller shall otherwise be in default in the performance of its obligations hereunder in any material respect (each, a "Seller Default"), Purchaser shall have the right to (A) terminate this Agreement and receive a return of its Xxxxxxx Money and all interest accrued thereon, and Purchaser shall be entitled to seek actual damages (and not speculative, consequential or punitive damages) against Seller for out-of-pocket costs incurred by Purchaser in connection with this Agreement, its investigations and studies, all legal, accounting, engineering, architectural services and other professional services rendered to Purchaser in connection with Purchaser's acquisition and intended development of the Property (not to exceed $250,000.00), or (B) seek and obtain equitable relief to enforce the terms and conditions of this Agreement either through a decree for specific performance or an injunction. Notwithstanding the foregoing, Purchaser shall not have the right to exercise the remedy under clause (A) unless Purchaser has provided written notice to Seller specifying in reasonable detail the nature of such Seller Default, and Seller has not cured such Seller Default within fifteen (15) Business Days after Purchaser's delivery of such notice to Seller (the "Seller Cure Period").
Seller’s Pre-Closing Default. In the event that sale of the Properties hereunder is not consummated by reason of a material breach by any Seller of any representation or warranty contained in this Agreement or any material breach or other material failure by any Seller to perform all obligations and conditions to be performed by the Sellers under this Agreement, subject to Sections 6.4 herein and Sellers’ cure rights in Section 9.3, Purchaser may, at its option, either (i) waive Sellers’ default and proceed to Closing; or (ii) terminate this Agreement by written notice to Sellers and recover its actual, out-of-pocket third-party costs and expenses, including legal fees and expenses, incurred in connection with execution and delivery of and performance under this Agreement and preparation for Closing up to an aggregate amount of no greater than $500,000 (such amount, the “Pre-Closing Expenses Cap”) or (iii) enforce specific performance of this Agreement so long as the requirements for specific performance are met pursuant to Section 10.1. If this Agreement is terminated by Purchaser pursuant to any right of termination given to Purchaser herein, the Xxxxxxx Money shall promptly be refunded to Purchaser.
Seller’s Pre-Closing Default. In the event of a Seller breach or default under this Agreement (a “Seller Breach”) which remains uncured after notice from Buyer for a period of ten (10) days (except with respect to Seller’s failure to close the transaction contemplated by this Agreement on the Closing Date, in which case there shall be no cure period), during which the Closing Date shall be extended as necessary to permit the running of the full ten (10) day cure period, Buyer may elect by written notice given to Seller and Escrow Holder to either:
Seller’s Pre-Closing Default. In the event that Seller is in breach of a warranty, representation or covenant in any material respect at Closing or Purchaser elects not to consummate the purchase and sale contemplated by this Agreement due to the failure of a condition to Purchaser’s obligations as provided in Section 6.4, then in either such case Purchaser shall have the right, as Purchaser’s sole remedy, either: (a) to terminate the Agreement, and receive the Xxxxxxx Money, in which event Purchaser shall give the Escrow Agent and the Seller written notice of Seller’s default, and the Escrow Agent, unless Seller objects in writing within ten (10) business days after the receipt of such written notice from Purchaser, promptly shall pay the Xxxxxxx Money to Purchaser, in which event this Agreement shall be terminated and the parties shall be released and relieved of all obligations hereunder except the provisions hereof that expressly survive the termination of this Agreement (including the rights under Section 11.6 with respect to any action brought by Purchaser to recover the amounts due to Purchaser under this clause (a)), or (b) if, and only if, the failure is a failure by Seller to deliver an instrument required to be delivered by Seller hereunder, to commence an action requiring Seller to specifically perform its obligations under this Agreement.
