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 (Purchaser hereby waiving all other rights or remedies), either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (ii) enforce specific performance, or (iii) waive said failure 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. 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 TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.
Purchaser’s Remedies. (a) In the event Purchaser elects to proceed to Closing notwithstanding Purchaser’s actual knowledge of the existence of a breach or default by Seller with respect to any representation, warranty, covenant or agreement of Seller under this Agreement, or the failure of a Purchaser Condition, Purchaser shall be deemed to have waived each such breach, default and failure and any and all rights and remedies in connection therewith. The term “Purchaser’s actual knowledge” (and words of similar import) shall mean the current actual knowledge, based on reasonable but not unlimited investigation, diligence or inquiry in connection with the matters that are the subject of this Agreement or any Other Purchase and Sale Agreement, of Sxxxxxx Xxxxxxxx, Jxxxxx Xxxxxxx and Rxxxxx Xxxxx. (b) If Seller fails to make the Seller Closing Deliveries at Closing as required by Section 9.2(a) of this Agreement for any reason other than a permitted termination of this Agreement or a Purchaser breach or default, Purchaser may, as Purchaser’s sole and exclusive remedy, either (i) terminate this Agreement and the Other Purchase and Sale Agreements, except the terms which expressly survive Closing, and receive a return of the Exxxxxx Money, or (ii) sxx for specific performance. (c) Subject to Section 11.2 above, Purchaser may bring a cause of action against Seller for (i) the breach or default of any representation, warranty, obligation, covenant or agreement of Seller under this Agreement if Purchaser first learns of the breach or default after Closing and, within the Survival Period, notifies Seller in writing setting forth specifically and in reasonable detail the claim being made with respect to such representation, warranty, obligation, covenant or agreement of Seller and reasonable and appropriate backup information, (ii) the breach or default by Seller under any Seller Closing Deliveries, or (iii) otherwise in connection with the transactions contemplated by this Agreement which survive Closing (including, without limitation the Seller’s Indemnity Obligations) (collectively, the “Seller Surviving Obligations”) only if the claims in the aggregate with respect to the Asset and all Other Assets exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Amount”), and the aggregate maximum liability of Seller for the Seller Surviving Obligations under this Agreement and under the Other Purchase and Sale Agreements, and with respect to the Asset and the Other Assets, shall in no ev...
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 Seller defaults on its obligations hereunder, or Other Sellers default in their obligations under the Other Purchase and Sale Agreements 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 Other Purchase and Sale Agreements, Other Sellers’, representations or warranties or covenants are breached in any material respect (subject to the provisions of Section 4.4 hereof and of the Other Purchase and Sale Agreements and the first Sentence of Section 9.3 hereof and of the Other Purchase and Sale Agreements), 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 Partnership Interests hereunder or Other Sellers fail to consummate the sale of the other Acquired Properties under the Other Purchase and Sale Agreements), Purchaser shall elect, as its sole remedy hereunder, either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing, (b) enforce specific performance to consummate the sale of the Partnership Interests hereunder, or (c) 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 MEZZANINE LOAN AND SECTION 9.4, IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, 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, THE PARTNERSHIP INTERESTS OR PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.
Purchaser’s Remedies. If the sale is not completed as herein provided solely by reason of a default of Seller, Purchaser shall be entitled, as its sole and exclusive remedy, to either (i) (a) terminate this Agreement (by delivering notice to Seller which includes a waiver of any right, title or interest of Purchaser in the Property) and (b) if Purchaser so elects, pursue an action at law for recovery of Purchaser's actual out-of-pocket third-party costs incurred as part of Purchaser's due diligence efforts hereunder, subject to a cap of $25,000, which action must be commenced, if at all, within the thirty (30) day period following the occurrence of such material default of Seller (the "LIMITATION PERIOD"); or (ii) treat this Agreement as being in full force and effect and pursue only the specific performance of this Agreement, provided that Purchaser must commence any action for specific performance within thirty (30) days after the scheduled Final Closing Date. Purchaser waives any right to pursue any other remedy at law or equity for such default of Seller, including, without limitation, any right to seek, claim or obtain damages (other than for costs under (i) (b) above), punitive damages or consequential damages. In no case shall Seller ever be liable to Purchaser under any statutory, common law, equitable or other theory of law, either prior to or following the Closing, for any lost rents, profits, "benefit of the bargain," business opportunities or any form of consequential damage in connection with any claim, liability, demand or cause of action in any way or manner relating to the Property, the condition of the Property, this Agreement, or any transaction or matter between the parties contemplated hereunder. Purchaser's remedies hereunder are in addition to the right to receive the return of the Deposit, subject to SECTION 9.4, to the extent it is not applied to the Purchase Price in connection with Purchaser's action for specific performance.
Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform its obligations hereunder, or if before Closing any one or more of Seller's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Purchaser to Seller, then Purchaser may, as its sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller timely written notice of its election before or at Closing and recover the Exxxxxx Money; (ii) enforce specific performance of Seller’s obligations under this Agreement; or (iii) waive Seller's failure 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 thirty (30) days following the scheduled Closing Date or, having given that notice, fails to file a lawsuit asserting the claim or cause of action in Gwinnett County, Georgia; Fxxxxx County, Georgia; Pasco County, Florida; Osceola County, Florida; or Hillsborough County, Florida, as applicable, within ninety (90) days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser's default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser be entitled to any consequential or punitive damages. Purchaser's remedies shall be limited to those described in this Section 11(b). Notwithstanding anything contained herein to the contrary, in the event that Purchaser is precluded from electing to pursue the remedy of specific performance due to a breach by Seller of this Agreement (e.g., Seller has conveyed all or part of the Property to a bona fide purchaser for value who takes without knowledge of this Agreement), and Purchaser elects clause (i) above as its sole and exclusive remedy, then, Purchaser, in addition to obtain...
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.
