Purchaser Remedies. Upon the exercise of the Put Option, unless payment of the Put/Call Price has been made when due, the Purchaser Agent and the Purchasers may exercise all rights and remedies available to the Purchaser Agent and the Purchasers as a creditor hereunder and under the other Transaction Documents and Applicable Law (which exercise may be determined in its sole discretion and which such exercise shall not constitute an election of remedies), including enforcement of the Liens created thereby. For the avoidance of doubt the Put/Call Price shall be due and payable (in the case of an exercise of the Put Option or Call Option, as set forth in this Section 5.07) at any time the Put Option or the Call Option is exercised or the Obligations are otherwise accelerated hereunder for any reason, whether due to acceleration pursuant to the terms of this Agreement, by operation of law or otherwise (including where bankruptcy filings or the exercise of any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a payment, discharge, modification or other treatment of the Revenue Interests that would otherwise evade, avoid, or otherwise disappoint the expectations of the Purchasers in receiving the full benefit of their bargained-for Put/Call Price). The Company and the Purchasers acknowledge and agree that none of the Put/Call Price shall constitute unmatured interest, whether under Section 502(b)(2) of the United States Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Purchasers receive the benefit of their bargain under the terms of this Agreement. The Company acknowledges and agrees that the Purchasers shall be entitled to recover the full amount of the Put/Call Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the case of any Bankruptcy Event, so that the Purchasers shall receive the benefit of their bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and, to the fullest extent permitted by maximum law, the Company hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. The Company further acknowledges and agrees, and, to the fullest extent permitted by maximum law, waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any...
Purchaser Remedies. Upon the failure by a Seller to fulfill any undertaking or commitment provided for herein on the part of such Seller that is required to be fulfilled on or prior to the Closing Date, Purchaser, as its sole option, may (i) enforce specific performance of this Agreement or (ii) pursue any rights or remedies available at law or in equity.
Purchaser Remedies. Section 10.2 of the Agreement is hereby amended and restated as follows:
Purchaser Remedies. If Seller breaches this Agreement in any material respect prior to the Closing or refuses to sell the Property as required by this Agreement (other than due to a prior material breach of this Agreement by Purchaser), Purchaser shall have the right, as its sole remedy, either (a) to terminate this Agreement by giving written notice to Seller and receive the return of the Deposit, which return shall operate to release Seller from any and all liability hereunder, except that in the event that such breach occurs after Purchaser has delivered an Approval Notice pursuant to Section 4.3, Seller also shall be obligated to reimburse Purchaser for all of its reasonable and documented out of pocket due diligence costs and attorneys’ fees incurred in connection with this Agreement, not to exceed $50,000 in the aggregate, or (b) if the Deposit has become non-refundable in accordance with the provisions of Section 4.3 above and Purchaser is prepared to close the sale of the Property, then to enforce specific performance of Seller's obligation to sell the Property to Purchaser in accordance with this Agreement. Except as provided in the foregoing sentence, Purchaser expressly waives all rights to obtain damages in the event of Seller's failure to close the sale of the Property hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive the return of the Deposit if Purchaser fails to file suit for specific performance against Seller, in a court having jurisdiction in the county and state in which the Property is located, within thirty (30) days following the date upon which Closing was to have occurred. This Section 10.11 shall survive the termination of this Agreement.
Purchaser Remedies. If a Seller Event of Default occurs and is continuing, Purchaser shall have the right, upon written notice to Seller, at its option and in addition to and not in substitution for any other remedies available under Applicable Law, to take any or all of the following actions:
Purchaser Remedies. If Seller is in default, Purchaser may elect to treat this Agreement as terminated, in which case, the Earnest Money Deposit and xxx xxxments and things of value received hereunder shall be returned to Purchaser and Purchaser may recover such damages as may be proper, or Purchaser may elect to treat this contract as being in full force and effect and Purchaser shall have the right to specific performance, injunctive relief, and damages. The parties hereto acknowledge that the Stock is unique; that any claim for monetary damages may not constitute an adequate remedy; and that it may therefore be necessary for the Purchaser's protection and to carry out the terms of this Agreement for Purchaser to apply for the specific performance of the provisions hereof or for injunctive relief. It is accordingly hereby agreed by the Seller Affiliates that no objection to the form of the action or the relief prayed for in any proceeding for specific performance of this Agreement shall be raised by any Seller Affiliate, in order that such relief may be expeditiously obtained by the Purchaser.
Purchaser Remedies. In the event Seller defaults in any of its obligations under this Agreement and fails to cure such default within fifteen (15) days after written notice of such default from Purchaser, then Purchaser may, as its sole and exclusive remedies, either (i) enforce specific performance of this Agreement against Seller, (ii) terminate this Agreement by written notice to Seller and the Title Company, in which event the Xxxxxxx Money and all interest accrued thereon shall be returned to Purchaser, or (iii) if specific performance is not available, or if Seller has intentionally caused a breach of a representation or warranty as set forth in Xxxxxxx 0X, Xxxxxxxxx may xxx for damages, subject to Section 17D hereof. If Purchaser fails to file suit for specific performance against Seller, or to file suit for damages if clause (iii) of the preceding sentence is applicable, in a court having jurisdiction on or before ninety (90) days following the date upon which Closing was to have occurred, then Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Xxxxxxx Money and all interest accrued thereon.
Purchaser Remedies. In addition to any other remedy available to the Purchaser at law or in equity, if (i) either of the Seller or the Company breaches this Agreement or (ii) the Purchaser discovers within one year of the Effective Date that the representations and warranties set forth in Sections 2 or 3 above are not true and accurate, the Purchaser, at the Purchaser’s option, may (iii) cancel this Agreement and require each Seller to refund the Cash Contribution and return the Purchaser Shares; or (iv) require each Seller to return 50% of the Cash Contribution.
Purchaser Remedies. In addition to any other remedy available to the Purchaser at law or in equity, if (i) either of the Seller or the Company breaches this Agreement or (ii) the Purchaser discovers within one year of the date on which the 2012 Audit is completed that the representations and warranties set forth in Sections 2 or 3 above are not true and accurate, the Purchaser, at the Purchaser’s sole option, may (iii) cancel this Agreement and require each Seller to refund the Cash Consideration and return the Purchaser Shares; or (iv) require each Seller to return 50% of the Cash Consideration and return 50% of the Purchaser Shares. CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. REDACTED MATERIAL IS MARKED AS ______________ SPA
Purchaser Remedies. 10.1 If at any time between the date of this Agreement and Completion:
