Buyer’s Remedies. (a) If Seller breaches this Agreement prior to the Closing for any reason except failure by Buyer to perform its obligations, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect, Buyer shall elect, as its sole remedy, either to (i) terminate this Agreement by giving notice to Seller of such election prior to or at Closing, whereupon the Deposit shall be returned to Buyer and Seller shall reimburse Buyer for Buyer’s out-of-pocket costs incurred in connection with the negotiation and performance under this Agreement, but not in excess of One Hundred Thousand Dollars ($100,000); or (ii) waive such breach and proceed to Closing; or (iii) pursue the remedy of specific performance. Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate this Agreement if as a result of Seller’s breach Buyer does not proceed to Closing and thereafter fails to give Seller notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety (90) 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 ninety (90) days following the scheduled Closing Date. Buyer’s remedies shall be limited to those described in this Section 7.2. Nothing contained in the foregoing shall serve to waive or otherwise limit Buyer’s remedies or damages for claims of Buyer against Seller with respect to any obligations of Seller that, by the terms of this Agreement, survive the close of Escrow or any termination of this Agreement before the Closing or impair buyer’s rights to obtain from Seller all costs and expenses of enforcing this Agreement. IN NO EVENT SHALL SELLER’S MEMBERS OR ITS OR THEIR DIRECT OR INDIRECT MEMBERS, PARTNERS, SHAREHOLDERS OR AFFILIATES, ANY OFFICER, MANAGER, MEMBER, 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 TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.
Buyer’s Remedies. In the event Seller fails to comply with the terms of this Agreement, Buyer’s remedy shall be limited to the return of its Deposit, and this Agreement shall become null and void, neither party having further rights or liabilities hereunder, provided that the Deposit, if any, is returned to Buyer. Buyer agrees that it shall not have the right to demand specific performance.
Buyer’s Remedies. If both (a) this Agreement is terminated ---------------- prior to Closing by Buyer pursuant to Section 8.1.2 or 8.1.3 as a result of a ---------------------- breach by Seller in any material respect of any of its representations and warranties made herein or its covenants or agreements made herein and (b) Buyer is not in breach in any material respect of any of its representations and warranties made herein or its covenants or agreements made herein, the Deposit and all accrued interest thereon shall be returned to Buyer, and Buyer shall have, in addition to its right to receive the Deposit and all accrued interest thereon, the right to seek monetary damages from Seller; provided, however, that -------- ------- such damages shall be limited to $1,000,000.00; and provided further, that in no ---------------- event shall Buyer be entitled to make any claim against Seller for, nor be entitled to damages from Seller for, any anticipated profits it lost as a result of Buyer's not acquiring the System; and provided further, that nothing in this ---------------- Section 8.2.2 shall be an admission by Seller that Buyer shall be entitled to ------------- damages for anticipated profits under any circumstances. If Seller defaults in the performance of its obligations under this Agreement, Buyer shall be entitled, in addition to any other remedies that may be available, to request Seller to specifically perform its obligations under this Agreement, if necessary, through injunction, court order or other process, and to recover from Seller any costs or expenses reasonably incurred by Buyer in connection therewith.
Buyer’s Remedies. In the event the transaction contemplated hereby is not consummated as a result of Seller's default hereunder, Buyer's sole and exclusive remedies shall be either (i) to seek from Escrow Holder the return of the Deposit and any other documents and funds then held by Escrow Holder and Seller shall reimburse Buyer for Buyer's reasonable and documented out-of-pocket expenses incurred in connection with the purchase transaction contemplated under this Agreement (but in no event to exceed one-fourth percent (1/4%) of Purchase Price)or (ii) to seek specific performance of Seller's obligations hereunder by delivering the Purchase Price into the Escrow; provided, however, that as conditions precedent to such action for specific performance, [A] no uncured default in the performance of Buyer's obligations under this Agreement shall exist and no event shall have occurred which with the passage of time or with notice, or both, could become such an event of default, and [B] Buyer shall not seek to amend the Purchase Price in such action.
Buyer’s Remedies. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Buyer’s Initials
Buyer’s Remedies. Buyer’s remedies are cumulative and in addition to all remedies set forth herein or otherwise legally available. Buyer may exercise its remedies either individually or cumulatively. Buyer’s remedies shall include, but not be limited to, incidental and consequential damages and the cost of any recall campaigns or other corrective actions. Buyer’s selection of any particular remedy, or its forbearance in exercising any remedy available to it, shall not constitute an election or waiver of any other remedy.
Buyer’s Remedies. (a) If the transaction contemplated by this Agreement is not consummated by the Closing Date because of a default hereunder on the part of Seller, then Buyer’s sole and exclusive remedy by reason of such default by Seller shall be to terminate this Agreement, in which event neither Party shall have any further rights, duties or obligations under this Agreement and the Deposit shall be returned to Buyer. Buyer hereby expressly waives any and all rights to claim specific performance of this Agreement and to record a lis pendens upon the Property.
Buyer’s Remedies. Upon failure of Seller to comply herewith by the Closing Date, as it may be extended in accordance herewith, Buyer, at its sole option and in addition to any other remedies it may have at law or equity, may (i) enforce specific performance, or (ii) terminate this Agreement. In the event Buyer elects to terminate this Agreement as set forth above, Seller shall immediately cooperate with Buyer to facilitate return of the Performance Deposit (as increased by any interest earned as described in Section 3.2) to Buyer.
Buyer’s Remedies. Upon failure of Seller to fulfill or perform any undertaking, commitment, or obligation provided for herein on the part of Seller that is required to be fulfilled on or prior to the Closing Date, Buyer, at its sole option, may (i) enforce specific performance of this Agreement or (ii) pursue any other rights or remedies available at law or in equity.
Buyer’s Remedies. If Seller fails to comply herewith for any reason, except Buyer’s default, Buyer may either:
