Buyer’s Default; Seller’s Remedies. Buyer shall be deemed to be in ---------------------------------- default if, in respect to the transaction contemplated by this Agreement, at the Closing, Buyer fails to deliver the Purchase Price or Buyer fails to meet, comply with, or perform any covenant, agreement or obligation on the part of Buyer within the time frames and in the manner required in this Agreement, for any reason other than a default by Seller hereunder or termination of this Agreement prior to Closing in accordance with the express terms and conditions hereof. Seller's remedies shall be limited to the remedies set forth in SECTION 2.4
Buyer’s Default; Seller’s Remedies. If Buyer fails to pay the Purchase Price at Closing, or otherwise fails to timely keep or perform any agreement, term, provision, covenant or obligation to be kept or performed by Buyer under the terms of this Agreement, except as a result of Seller’s default, Buyer shall be in default of this Agreement and Seller shall have the right to terminate this Agreement by written notice to the Buyer and in such event, Seller shall have the right to recover the Xxxxxxx Money as liquidated damages as Seller’s sole and exclusive remedy. In the event Seller terminates this Agreement as provided by this Section L(2), neither Party hereto shall have any further rights or obligations hereunder except for those rights and obligations that expressly survive the termination of this Agreement.
Buyer’s Default; Seller’s Remedies. In the event the sale and purchase of the Property fails to close because of any breach or default of Buyer without legal excuse, Seller shall have the right, as Seller’s sole and exclusive remedy, to terminate this Agreement, upon written notice to Buyer and Escrow Agent, without liability to Buyer.
Buyer’s Default; Seller’s Remedies. Buyer shall be in default hereunder upon the occurrence of any one or more of the following events: (i) any of Buyer’s warranties or representations set forth herein are untrue or inaccurate in any material respect, or (ii) Buyer shall fail to meet, comply with or perform any material covenant, agreement or obligation of Buyer hereunder within the time limits and in the manner set forth herein, for any reason other than an uncured default by Seller hereunder or a Permitted Termination by Buyer. In the event Seller fulfills all of its material obligations hereunder and meets all conditions precedent and concurrent to Closing for which it is responsible (or which have not been waived or deemed to have been waived by Buyer as provided herein) and Buyer is unable, fails or refuses to meet its obligations hereunder and continues to fail and refuse to honor its obligations hereunder for more than ten (10) days after receipt of a written notice from Seller of such default, Seller may terminate this Agreement, in which event it shall receive the Xxxxxxx Money deposit and any accrued interest thereon as liquidated damages hereunder, it being agreed between Buyer and Seller that such sum shall be liquidated damages for a default of Buyer hereunder because of the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default.
Buyer’s Default; Seller’s Remedies. In the event of Buyer's material default in the performance of any obligation or covenant under this Agreement prior to Closing, Seller shall have the right, in its sole discretion, to, as Seller's remedy under this Agreement for such default, terminate this Agreement by written notice to Buyer, whereupon both Seller and Buyer shall be released from all further obligations under this Agreement, except those that expressly survive termination of this Agreement. The foregoing shall not limit in any way Seller's rights under the Loan Agreement relating to Buyer's default under this Agreement. The provisions of foregoing paragraph notwithstanding, in the event of (i) any Buyer default under Section 25 (Brokers) or 33 (Confidentiality) hereof or (ii) any Buyer default of any provision of this Agreement that survives Closing or earlier termination of this Agreement, Seller may avail itself of any and all remedies available to it at law or in equity, including without limitation, damages. (b)
Buyer’s Default; Seller’s Remedies. In the event Buyer shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Buyer, or if Buyer does not exercise a right of termination set forth in this Contract and fails to close the transaction contemplated by this Contract in accordance with the terms hereof, Seller may, as its sole and exclusive remedy hereunder terminate the Contract by written Notice delivered to Buyer and the Escrow Agent on or before the Closing Deadline, and receive the Xxxxxxx Money as well as reimbursement from Buyer for all reasonable out of pocket third party costs (including reasonable attorneys’ fees) up to but not exceeding Fifty Thousand and No/100 Dollars ($50,000) that were actually incurred by Seller in connection with the transaction contemplated by this Contract, it being agreed between Buyer and Seller that such sum shall be liquidated damages for a default of Buyer hereunder because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such default. The foregoing shall not limit or impair Seller’s ability to pursue other remedies expressly provided for elsewhere in this Contract, including, without limitation, enforcement of Buyer’s indemnity obligations.
Buyer’s Default; Seller’s Remedies. (a) The Buyer shall be in default under this Agreement upon the occurrence of any one of the following events: (i) the Buyer fails to pay any amount owing to the Seller when due, (ii) the Buyer fails to observe or perform any term, condition, warranty, representation or covenant contained in this Agreement, (iii) the Buyer becomes insolvent, commits an act of bankruptcy, is the subject of a receiving order or makes an assignment for the benefit of creditors or in the case of a company makes or enters into a compromise pursuant to the "Companies' Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-36", (iv) a judgement is entered against the Buyer or an execution or attachment is issued against the Buyer's property, or (v) the Goods are confiscated, lost, destroyed, abandoned, damaged or misused.
Buyer’s Default; Seller’s Remedies. If, after written demand, Buyer fails to consummate this Agreement in accordance with its terms or the terms of the Asset Purchase Agreement (other than by reason of (i) Seller’s breach of any of its representations or warranties contained in this Agreement; (ii) Seller’s continuing default of any of its covenants after ten (10) days prior written notice of such default; (iii) a failure of any condition to Buyer’s obligation to purchase the Property to be satisfied; (iv) a termination of this Agreement by Seller or Buyer pursuant to a right to do so expressly provided for in this Agreement, except by reason of a default by Buyer; or (v) failure by Seller to deliver the items required under Section 8.2(a)), Seller may, as Seller’s sole and exclusive remedy, terminate this Agreement by written notice to Buyer and Escrow Agent. Notwithstanding anything to the contrary contained or implied elsewhere herein, in the event of Buyer’s continuing default after Closing in any of its covenants in this Agreement which survive Closing or any documents delivered by Buyer at Closing, and such default continues for more than thirty (30) days after written notice of such default from Seller, Seller shall be entitled to pursue any remedies available at law or in equity including, but not limited to, a suit for damages from Buyer or a suit to enforce specific performance of this Agreement against Buyer (including attorneys’ fees and costs incurred by Seller in connection with any such suit). The remedies in this Section 10.2 are the sole and exclusive remedies of the Seller.
Buyer’s Default; Seller’s Remedies. Buyer shall be deemed to be in ---------------------------------- default if, in respect to the transaction contemplated by this Agreement, at the Closing, Buyer fails to
Buyer’s Default; Seller’s Remedies. If Buyer is in default in the performance of any obligation or covenant under this Agreement, and Seller is not in default, then Seller’s sole and exclusive remedy, except for reasonable attorneys’ fees incurred by Seller to collect the Deposit if contested by Buyer without a legal basis for doing so, indemnifications by Buyer and remedies in connection with provisions of this Agreement which expressly survive the termination of this Agreement, shall be to terminate this Agreement in which event Seller shall be entitled to the Deposit as full and complete liquidated damages (“Liquidated Damages”) for Buyer’s default of its obligations under this Agreement. The parties have determined that if Buyer breaches this Agreement and fails to purchase the Project as contemplated herein, the damages to Seller will be extremely difficult and impractical to ascertain, and that under the circumstances existing as of the date of this Agreement, the Liquidated Damages provided for in this Section represent a reasonable estimate of the damages which Seller will incur as a result of such failure; provided, however, that this provision shall not waive or affect Seller’s right to reasonable attorneys’ fees incurred to collect the Liquidated Damages if contested by Buyer, Seller’s rights to indemnification as set forth in this Agreement and remedies in connection with provisions of this Agreement which expressly survive the termination of this Agreement. Buyer wishes to limit its liability in the event of its breach of this Agreement and failure to purchase the Property, and Seller has agreed to a limitation. Upon receipt of the Liquidated Damages Seller shall be deemed to have absolutely waived all other remedies at law or in equity which it may have related to such refusal or failure of Buyer to close (including, without limitation, the remedies of specific performance and damages) except for Seller’s right to reasonable attorneys’ fees incurred to collect the Liquidated Damages if contested by Buyer, Seller’s rights to indemnification as set forth in this Agreement and remedies in connection with provisions of this Agreement which expressly survive the termination of this Agreement. The parties have set forth their initials below to indicate their agreement with the Liquidated Damages provision contained in this Section. Seller’s Initials Buyer’s Initials
