Common use of Buyer Remedies Clause in Contracts

Buyer Remedies. Upon the occurrence and during the continuance of an Event of Default where Seller is the Defaulting Party (a “Seller Event of Default”), Buyer shall have all rights available to it at law and in equity; however, notwithstanding the foregoing, it is agreed that Buyer shall have the right to Terminate the applicable Agreement as a result of a Seller Event of Default only in the event such Seller Event of Default is a monetary Event of Default or a material non-monetary Event of Default that has resulted in substantial harm, economically or otherwise, to Buyer (each such default being a “Seller Termination Default”). In the event any Seller Termination Default remains uncured following any applicable notice and cure period, Buyer shall have the right to provide Seller with written notice of its intent to Terminate the applicable Agreement or exercise the Purchase Option. In the event such specified Seller Termination Default and any other subsequent termination event is not cured within forty-five (45) days of Seller’s receipt of such notice of intent to Terminate (which notice shall specify the exact Seller Termination Default and any other being claimed) then thereafter, and only thereafter, Buyer shall have the right, without the obligation to make a Termination Payment, to (i) Terminate the applicable Agreement as of such date by providing written notice of such Termination to Seller or (ii) exercise the Purchase Option. Upon Termination of any Agreement, Seller shall remove the SEF as set forth herein.

Buyer Remedies. Upon If the occurrence transaction contemplated by this Agreement fails to close because Seller fails to perform any of the material covenants and during agreements contained herein (other than a breach of Seller’s representations and warranties which shall be governed by Section 6.2) to be performed by Seller within the continuance time for performance as specified herein (including Seller’s obligation to close, but excluding the failure by Seller to satisfy any Condition Precedent unless such failure to satisfy a Condition Precedent results from a default by Seller of an Event its obligations hereunder or unless the satisfaction of Default where Seller such Condition Precedent is the Defaulting Party (a “Seller Event of Default”within Seller’s reasonable control), Buyer may as its sole and exclusive remedies, elect either to (i) terminate Buyer’s obligations under this Agreement by written notice to Seller, in which event the Deposit shall have all rights available be returned immediately to it at law and in equityBuyer; howeveror (ii) file an action for specific performance no later than sixty (60) days after the originally scheduled Closing Date, notwithstanding the foregoing, it is agreed that failing which Buyer shall have the conclusively waived its right to Terminate the applicable Agreement as a result of a bring such action. Seller Event of Default only agrees that in the event Buyer elects (ii) above, Buyer shall not be required to post a bond or any other collateral with the court or any other party as a condition to Buyer’s pursuit of an action. The provisions of the immediately preceding sentence shall survive any termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if prior to the Closing Buyer has or obtains actual (as opposed to deemed, imputed or constructive) knowledge that Seller has defaulted on its obligations hereunder in any respect, and Buyer nevertheless proceeds with the Closing, then the default(s) by Seller as to which Buyer shall have such knowledge shall be deemed waived by Buyer and Seller Event of Default is a monetary Event of Default or a material non-monetary Event of Default that has resulted in substantial harm, economically or otherwise, shall have no liability to Buyer (each such default being a “Seller Termination Default”)or its successors and assigns in respect thereof. Nothing in this Section 14.1 shall be deemed to in any way to limit or prevent Buyer from exercising any right of termination provided to Buyer elsewhere in this Agreement. In the event any Seller Termination Default remains uncured following any applicable notice and cure periodthat the Buyer terminates this Agreement pursuant to this Section 14.1.1, Buyer shall have the right to provide Seller with written notice of its intent to Terminate the applicable Agreement or exercise the Purchase Option. In the event such specified Seller Termination Default and any other subsequent termination event is not cured within forty-five (45) days of Seller’s receipt of such notice of intent to Terminate (which notice shall specify the exact Seller Termination Default and any other being claimed) then thereafter, and only thereafter, Buyer shall have the right, without the obligation to make a Termination Payment, to (i) Terminate the applicable Agreement as of such date by providing written notice of such Termination to Seller or (ii) exercise the Purchase Option. Upon Termination of any Agreement, Seller shall remove pay to the SEF as set forth hereinBuyer an amount equal to the documented, actual and 13106722_20.doc 31 reasonable out-of-pocket expenses incurred by Buyer in connection with the transaction contemplated by this Agreement up to a maximum of One Million Dollars ($1,000,000.00).