Common use of Default of Seller Clause in Contracts

Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreement. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.

Default of Seller. In If the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any transaction contemplated hereby is not consummated by reason except failure of a closing condition in Seller’s favor set forth breach or other failure to timely perform all obligations and conditions to be performed by Seller and Purchaser is not otherwise in default under this Agreement Agreement, then Purchaser may, as its sole and exclusive remedy (whether at law or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereofequity), Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, in which event Purchaser shall be entitled to and receive back the Eaxxxxx Xoney (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required the Xxxxxxx Money from the Escrow Agent and so long as the termination occurs after the expiration of the Inspection Period to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to recover payment from Seller of an amount equal to Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller of the reasonable actual out-of-pocket expenses costs to unrelated and independent third party vendors, including reasonable attorneys’ fees, incurred by the Purchaser as evidenced by documentation reasonably acceptable with regard to Seller in connection with this Agreement in an amount transaction, not to exceed Two Hundred Fifty Thousand Dollars ($250,000) 50,000 in the event that aggregate; and, thereafter, neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations which survive termination, or (ii) enforce specific performance is unavailable as a result of Seller’s conveyance obligations hereunder; all other remedies being herein expressly waived by Purchaser except as provided in Section 6.3 and Section 6.4 below. Unless Purchaser has filed an action for specific performance, and such action is pending, Purchaser shall not have the right or authority to place a third party in violation lis pendens against any portion of the terms of this Agreement. The remedies set forth in this Section 6.2 shall be the sole Property, and exclusive remedy available Purchaser hereby waives and releases any right it may have under applicable law to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreementfile any lis pendens absent such pending action.

Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth aboveClosing, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required additionally, Purchaser shall be entitled to be returned by recover from Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket third-party expenses (reasonably documentation of which has been presented to Seller) incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount transaction, not to exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,00050,000.00), or (ii) in the event pursue an action for specific performance, provided that any action for specific PURCHASE AGREEMENT BHDOCS 089930.000022 603549929.9 Purchase and Sale Agreement - Beacon/Energy (Xxxxxxx) performance shall be commenced within thirty (30) days after such default, it being understood that if Purchaser fails to commence an action for specific performance is unavailable as a result within thirty (30) days after such default, Purchaser’s sole remedy shall be item (i) preceding. Purchaser shall have no right to seek specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation or other legal requirement applicable to Seller’s conveyance to a third party in violation of the terms of this Agreement. In no event shall Seller be liable for any special, punitive, speculative or consequential damages. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy remedies available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.

Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreement. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.. Exhibit 10.1

Default of Seller. In the event a Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller Sellers in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller Sellers timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth aboveClosing, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required additionally, Purchaser shall be entitled to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement recover from the Seller of Sellers the reasonable out-of-pocket third-party expenses (reasonably documentation of which has been presented to Sellers) incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount transaction, not to exceed Two Hundred Fifty Seventy-Five Thousand and 00/100 Dollars ($250,00075,000.00), or (ii) in the event pursue an action for specific performance, provided that any action for specific performance is unavailable as a result shall be commenced within thirty (30) days after such default, it being understood that if Purchaser fails to commence an action for specific performance within thirty (30) days after such default, Purchaser’s sole remedy shall be item (i) preceding. Purchaser shall have no right to seek specific performance if any Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation or other legal requirement applicable to such Seller. In no event shall Sellers be liable for any special, punitive, speculative or consequential damages (the foregoing shall not limit Purchaser’s conveyance rights to a third party in violation of the terms of this Agreementrecover actual damages under Section 5.3 above. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy remedies available to Purchaser for any Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.. 6.3

Default of Seller. In the event Seller fails to perform is in default of its obligations pursuant to Section 2.3under this Agreement, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereofBuyer, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth aboveits exclusive remedies, in which event Purchaser shall be entitled to receive back either (a) a refund of the Eaxxxxx Xoney (full amount of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all interest earned thereon) andother sums, if applicable any, paid on account of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the return date of any Contingency Payments required to be returned by Seller pursuant to Section 3.4 herein; this Agreement, in connection with its due diligence investigation of the Property, or (iib) seek enforce specific performance to enforce Seller’s obligations hereunder of this Agreement; provided, however, that any such action for specific performance shall be initiated by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit Buyer, if at all, within sixty (60) days after that date on which the sale of the Closing DateProperty was scheduled to close hereunder and, if such action is not initiated within such 60-day period, then Buyer shall be deemed conclusively to have elected to waive the right to initiate such action for specific performance, in which event, Buyer's sole remedy shall be to terminate this Agreement and receive a refund of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sums, if any, paid on account of this Agreement by Buyer to receive reimbursement from unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the date of this Agreement, in connection with its due diligence investigation of the Property; and provided, further, Seller shall not be in default hereunder unless and until Buyer shall provide written notice to Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable basis for any such default and Seller has failed to Seller in connection with this Agreement in an amount cure such matter within ten (10) days of its receipt of such notice; provided, further, Buyer may not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that enforce specific performance against Seller if Seller is unavailable as a result of Seller’s conveyance unable to deliver the Property subject only to the Permitted Exceptions (e.g., a third party places a cloud on title to the Property which Seller cannot remove prior to Closing). In no event shall Seller be liable to Buyer for any other actual, punitive, speculative, consequential or other damages, excepting only in violation the case of the terms inability of Seller to deliver the Property subject only to the Permitted Exceptions is due to a willful and bad faith overt act of Seller. No delay or omission in the exercise of any right or remedy accruing to Buyer upon any default of Seller under this AgreementAgreement shall impair any such right or remedy or be construed as waiver of such default or any default theretofore or thereafter occurring. The remedies set forth in this Section 6.2 waiver by Buyer of any condition or event of default shall not be the sole and exclusive remedy available deemed to Purchaser for Seller’s failure to close the transaction which is the subject be a waiver of this Agreement in accordance with the provisions any other condition or of this Agreementany prior or subsequent event of default.