Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING...
Purchaser’s Remedies. If Seller defaults on its obligations hereunder, or Harborside Seller defaults in its obligations under the Harborside Purchase and Sale Agreement, at or prior to Closing for any reason, or if prior to Closing any one or more of Seller’s, or, with respect to the Harborside Purchase and Sale Agreement, Harborside Seller’s, representations or warranties or covenants are breached in any material respect (subject to the provisions of Section 4.4 hereof and of the Harborside Purchase and Sale Agreement and the first Sentence of Section 9.3 hereof and of the Harborside Purchase and Sale Agreement) and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder or Harborside Seller fails to consummate the sale of Harborside Membership Interests under the Harborside Purchase and Sale Agreement), Purchaser shall elect, as its sole remedy hereunder, either to (a) terminate this Agreement in its entirety by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, in which event Seller shall be liable to Purchaser for its out of pocket expenses incurred in connection with the transaction contemplated hereby, but not to exceed $1,700,000.00, (b) terminate this Agreement in part with respect to the Properties with respect to which Seller’s representations or warranties or covenants are breached (subject to Sections 7.2.1(4) and 7.2.2(9)), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for such Properties, (c) enforce specific performance to consummate the sale of the Property hereunder, or (d) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement in its entirety if Purchaser fails to deliver to Seller written notice of its intent to proceed otherwise on or before ten (10) Business Days following the scheduled Closing Date or, having given notice that it intends to seek specific performance, fails to file a lawsuit asserting such claim or cause of action in New York County, New York within two months following the scheduled Closing Date. EXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE SELLER ESTOPPELS AND/OR THE MEZZANINE LOAN,...
Purchaser’s Remedies. (i) If a Power Producer Default described in Section 12.1 (a) has occurred and is continuing, in addition to other remedies expressly provided herein, and subject to Section 13, Purchaser shall have a right to deliver a notice of its intention to terminate this Agreement ("Purchaser Preliminary Default Notice"), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice.
Purchaser’s Remedies. If a Provider Default described in Section 11.1(a) has occurred and is continuing, in addition to other remedies expressly provided herein, and subject to Section 12, Purchaser may terminate the Agreement and exercise any other remedy it may have at law or equity or under the Agreement.
Purchaser’s Remedies. In the event Seller shall be deemed to be in default hereunder Purchaser may, at Purchaser's sole option, do any one or more of the following: (i) terminate this Agreement by written notice delivered to Seller on or before the Closing; and/or (ii) enforce specific performance of this Agreement against Seller including Purchaser's reasonable costs and attorneys fees in connection therewith; and/or (iii) exercise any other right or remedy Purchaser may have at law or in equity by reason of such default including, but not limited to, the recovery of reasonable attorneys' fees incurred by Purchaser in connection herewith.
Purchaser’s Remedies. In the event that the Contracting Officer instructs Purchaser to delay or suspend operations, and/or modify or terminate the contract because of Litigation, Purchaser shall be entitled to the remedies set forth in the Timber Sale contract, except as provided in Paragraph Four. 4.
Purchaser’s Remedies. If Purchaser has the right to terminate this Agreement pursuant to Section 13.1(vi), in addition to Purchaser's right to receive the Deposit Fund as permitted under Section 13.3, Purchaser may seek any other remedies that may otherwise be available at law or in equity, including, without limitation, an action for specific performance and reimbursement from Seller for all expenses incurred by Purchaser in connection with this Agreement and the transactions contemplated hereby.
Purchaser’s Remedies. IF SELLER DEFAULTS UNDER THIS AGREEMENT BY FAILING TO DEPOSIT THE DEED IN ESCROW AND THEREAFTER, UNLESS EXCUSED UNDER THE TERMS OF THE AGREEMENT, CONVEYING THE PROPERTY, THEN PURCHASER, AS ITS SOLE AND EXCLUSIVE REMEDY AND AS FULL COMPENSATION FOR ALL OTHER RIGHTS AND REMEDIES OF PURCHASER AGAINST SELLER, SHALL BE ENTITLED TO (A) TERMINATE THIS AGREEMENT AND TO RECEIVE A RETURN OF THE DEPOSIT AND THE INITIAL PAYMENT OR (B) ENFORCE SPECIFIC PERFORMANCE OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT ANY SUCH ENFORCEMENT SHALL NOT INCLUDE A CLAIM FOR MONETARY DAMAGES UNLESS, PRIOR TO ENTRY OF A FINAL JUDGMENT FOR PURCHASER, SELLER CONVEYS THE PROPERTY TO A BONA FIDE PURCHASER FOR VALUE.
Purchaser’s Remedies. In the event Supplier is in default pursuant to Section 14.1, and said default is not timely cured within the time periods set forth above, Purchaser, in addition to those rights and remedies that may be available to Purchaser at law or in equity, and subject to Section 9.2 of this Agreement, shall have the right to terminate this Agreement by written notice to Supplier; provided however, that amounts applicable to Supply Items delivered or services performed by Supplier through the date of termination of this Agreement shall be paid by Purchaser to Supplier.
Purchaser’s Remedies. In the event the Seller defaults under this contract and such default continues for 15 days after the Purchaser gives the Seller written notice specifying the nature thereof and the acts required to cure the same, the Purchaser shall have the right to specifically enforce this contract, institute suit for its damages caused by such default, or pursue any other remedy which may be available to the Purchaser at law or in equity.
