Common use of Breach by Seller Clause in Contracts

Breach by Seller. In the event that Seller, or any party comprising Seller, shall fail to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser shall be entitled, as its sole and exclusive remedies, at law or in equity, to either (i) terminate this Agreement, either in its entirety or as to those parties comprising Seller that are then in default and, in the case termination of this agreement in its entirety, receive a refund of the Xxxxxxx Money in which event neither Seller nor Purchaser shall have any further right or obligation hereunder as to the property or properties with respect to which this Agreement has been terminated, other than the Surviving Obligations, (ii) pursue the remedy of specific performance of Seller’s obligations under this Agreement, or (iii) receive a refund of the Xxxxxxx Money in the case termination of this agreement in its entirety, and pursue an action to recover Purchaser’s damages from Seller, including any and all actual damages incurred directly or indirectly by Purchaser and/or any affiliate of Purchaser in connection with the transaction contemplated by this Agreement; provided, however, that the amount of any such damages shall not exceed the amount of the Xxxxxxx Money.

Breach by Seller. In Subject to Section 8.3 below, in the event that Seller, or any party comprising Seller, shall fail Seller fails to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser shall be entitled, as its Purchaser’s sole and exclusive remedies, at law or in equityremedy, to either (i) terminate this Agreement, either in its entirety or as to those parties comprising Seller that are then in default and, in the case termination of this agreement in its entirety, receive a refund of the Xxxxxxx Money in which event neither Seller nor Purchaser shall have any further right or obligation hereunder as to the property or properties with respect to which this Agreement has been terminated, other than the Surviving Obligations, (ii) pursue the remedy of specific performance of Seller’s obligations under this Agreement; provided, or (iii) however, that in the event specific performance for any reason is not available, then Purchaser shall be entitled to receive a refund of the Xxxxxxx Money and further receive reimbursement of its out of pocket costs from Seller as described in Section 8.1(ii) below, or (ii) terminate this Agreement, receive a refund of the case termination of this agreement in its entiretyXxxxxxx Money, and pursue an action to recover Purchaser’s damages receive reimbursement from Seller, including Seller for any and all actual damages out of pocket costs incurred directly or indirectly by Purchaser and/or or any affiliate of Purchaser in connection with this Agreement or the transaction contemplated hereby not to exceed the sum of One Hundred Thousand and no/100 Dollars ($100,000.00). In connection with a default by Seller under this Agreement; provided, howeverPurchaser shall in no event be entitled to recover, that the amount of and hereby waives any such and all claims for, consequential, special, indirect, punitive or exemplary damages shall not exceed the amount of the Xxxxxxx Moneyand/or lost profits.