Buyer’s Pre-Closing Remedies Sample Clauses

Buyer’s Pre-Closing Remedies. If, on or before the Closing, Seller shall materially default in any of the terms or provisions of this Contract prior to the Closing Date, and shall fail to cure such default within ten (10) days following written notice thereof given by Buyer to Seller, Buyer may either (i) waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof; or (ii) institute all proceedings necessary to specifically enforce the terms of this Contract or seek Seller’s actual damages for loss of the benefit of the bargain; provided, however, in no event shall Buyer be entitled to obtain or recover, and Buyer hereby waives and covenants not to assert any right to seek or obtain, any incidental, consequential or punitive damages resulting from any breach of any obligation of Seller under the foregoing provisions.
Sample 1
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Buyer’s Pre-Closing Remedies. In the event Seller fails to perform any act required to be performed by Seller pursuant to this Agreement on or before the Closing, then Xxxxx shall execute and deliver to Seller and Xxxxxx Holder written notice of such breach, which notice shall set forth information about the nature of the breach. Seller shall have a period of five (5) business days to cure such breach; provided, however, if said breach of such a nature that it reasonably takes longer than five (5) business days to cure, Seller shall have such additional time as is reasonably necessary to cure such breach (not to exceed ten (10) business days) and, in either event, the Closing Date shall be extended as necessary to provide for said cure period. If such breach remains uncured beyond the period described above and Buyer is not then in breach of or default under this Agreement, then Buyer’s sole and exclusive remedy shall be to either: (i) waive such breach and proceed with the Closing in which event Seller shall have no liability with respect to such matter; (ii) terminate this Agreement and receive a refund of the Deposit; (iii) provided such action is filed within thirty (30) days of the date of the alleged breach, seek specific performance of this Agreement wherein Buyer shall only be entitled to purchase the Property for the Purchase Price and shall not be entitled to any monetary damages, whether characterized as consequential, actual, delay, compensatory, punitive or otherwise, Buyer specifically waiving such rights to the fullest extent permitted by applicable law; or
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Buyer’s Pre-Closing Remedies. IN THE EVENT SELLER FAILS TO PERFORM ANY ACT REQUIRED TO BE PERFORMED BY SELLER PURSUANT TO THIS AGREEMENT ON OR BEFORE THE CLOSE OF ESCROW, THEN BUYER SHALL EXECUTE AND DELIVER TO SELLER WRITTEN NOTICE OF SUCH BREACH, WHICH NOTICE SHALL SET FORTH COMPLETE INFORMATION ABOUT THE NATURE OF THE BREACH. UPON THE OCCURRENCE OF SUCH BREACH, BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE EITHER: (I) TO CANCEL THIS AGREEMENT, IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO BUYER AND SELLER SHALL REIMBURSE BUYER FOR ITS ACTUAL OUT OF POCKET DUE DILIGENCE EXPENSES NOT TO EXCEED $75,000, OR (II) PROVIDED AN ACTION IS FILED WITHIN NINETY (90) DAYS OF THE Ocean Park Hotels-MMM, LLC Courtyard by Marriott Santa Clarita DATE OF SUCH BREACH, FILE AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT, AND BUYER’S FAILURE TO INITIATE SUCH SCHEDULED ACTION WITHIN SUCH NINETY (90) DAY PERIOD CONSTITUTES AN ABSOLUTE BAR FROM BUYER’S INSTITUTION OF ANY SUCH PROCEEDINGS. BUYER SHALL NOT BE ENTITLED TO RECORD A LIEN OR LIS PENDENS AGAINST THE PROPERTY OTHER THAN IN CONNECTION AND CONCURRENTLY WITH THE FILING OF SUCH SPECIFIC PERFORMANCE ACTION. BUYER HEREBY WAIVES ANY RIGHT TO ANY OTHER DAMAGES (WHETHER ACTUAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE). THE FOREGOING WAIVER IS A MATERIAL INDUCEMENT TO SELLER IN ENTERING INTO THIS AGREEMENT AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. SELLER’S INITIALS BUYER’S INITIALS
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Buyer’s Pre-Closing Remedies. If Seller materially breaches this Agreement, then Buyer shall be entitled to (a) terminate this Agreement, whereupon the parties’ respective obligations under this Agreement shall terminate (excluding those which expressly survive Closing) and Buyer shall receive a refund of the Deposit, or (b) seek specific performance or, if specific performance is unavailable, then actual (as opposed to consequential, incidental or special) damages.
Sample 1
Buyer’s Pre-Closing Remedies. If, on or before Closing, Seller breaches any of the terms or provisions of this Agreement or otherwise defaults hereunder, and such default is not cured by Seller within 30 days after written notice thereof from Buyer, then Buyer may: (i) terminate this Agreement by written notice to Seller and to Escrow Agent, in which case the Deposit shall be immediately returned to Buyer, Seller shall pay to Buyer the out-of-pocket expenses incurred by Buyer in connection with this transaction, and the parties shall take the actions set forth in Section 3.3; (ii) waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof; or (iii) institute all proceedings necessary to specifically enforce all of the terms of this Agreement and cause title to the Property to be conveyed to Buyer and all covenants of Seller to be fully performed, it being understood and agreed that the Property is unique and that the right of specific performance is a just and equitable remedy under the circumstances. Notwithstanding the immediately preceding sentence, if specific performance is not available as a remedy for Seller’s default under this Agreement due to the acts or omissions of Seller, Buyer may exercise any rights or remedies available at law, including, without limitation, a suit for actual damages (Buyer hereby waiving and covenanting not to assert any right to seek incidental, consequential, special, or punitive damages). If the Deposit was previously released to Seller, then Seller’s return of the Deposit under clause (i) above shall include an additional payment to Buyer (over and above the Deposit) of accrued interest on the Deposit at a rate of 12% per annum for a period commencing on the date the Deposit was released to Seller and ending on the date that Seller returns the Deposit to Buyer.
Sample 1
Buyer’s Pre-Closing Remedies. In the event Seller breaches or defaults with respect to any provision of this Agreement then Buyer, in addition to any other rights at law or in equity, may elect to either (i) terminate this Agreement, in which event the Deposit shall be returned to Buyer and Seller shall be liable for Buyer’s actual damages incurred in connection with the Agreement, including, without limitation, the costs incurred by Buyer in connection with this Agreement, including attorneys’ fees and the costs of Buyer’s investigations of the Property, or (ii) commence an action for specific performance. Seller’s representations and warranties under this Agreement shall survive after the Closing or any termination of this Agreement for a period of eighteen (18) months.
Sample 1
Buyer’s Pre-Closing Remedies. In the event Seller fails to perform any act required to be performed by Seller pursuant to this Agreement on or before the Closing Date, then Buyer shall execute and deliver to Seller written notice of such breach, which notice shall set forth complete information about the nature of the breach. Seller shall have a period of ten (10) days to cure such breach. If such breach remains uncured beyond the ten (10) day period described above, then Buyer’s sole and exclusive remedy shall be to cancel this Agreement, in which event the Deposit shall be returned to Buyer and Seller shall pay to Buyer the actual and reasonable amount of any documented, out of pocket expenses paid to third parties by Buyer, excluding any and all legal fees and expenses, in connection with its inspections and investigations of the Property (the “Inspection Expenses”), if Buyer provides copies of the invoices or other written evidence for the Inspection Expenses to Seller. The Inspection Expenses shall in no event exceed the sum of $25,000.00.
Sample 1
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Buyer’s Pre-Closing Remedies. In the event Seller fails to perform any act required to be performed by Seller pursuant to this Agreement on or before the Closing or a condition to Closing has not been satisfied before the Closing, then Buyer shall execute and deliver to Seller written notice of such breach or non-satisfaction of condition, which notice shall set forth complete information about the nature of the breach or non-satisfaction of condition. Seller shall have a period of (10) days to cure such breach or satisfy such condition if such non-satisfaction can be completed by Seller. If such breach or non-satisfaction remains uncured beyond the ten (10) day period described above, then Buyer's sole and exclusive remedy shall be either: (i) to terminate this Agreement and the Escrow, in which event the Deposit shall be returned to Buyer; (ii) commence and pursue an action for specific performance; or (iii) give Seller notice that Buyer elects to waive such breach or failure of condition and to Close Escrow; provided, however, if Seller's breach resulted from the willful act or omission of Seller, in connection with such termination, Seller shall be obligated to reimburse Buyer an amount equal to Buyer's actual reasonable out-of-pocket third party costs and expenses incurred in connection with its contemplated acquisition of the Property, not to exceed Fifty Thousand Dollars ($50,000).
Sample 1
Buyer’s Pre-Closing Remedies. In the event Seller fails to perform any act required to be performed by Seller pursuant to this Agreement on or before the Closing, then Buyer shall execute and deliver to Seller written notice of such breach, which notice shall set forth complete information about the nature of the breach. Upon the occurrence of such breach, Buyer’s sole and exclusive remedy shall be either: (i) to cancel this Agreement, in which event the Deposit shall be returned to Buyer and Seller shall reimburse Buyer for its out-of-pocket costs, not to exceed Fifty Thousand Dollars ($50,000), or (ii) provided an action is filed within ninety (90) days of the date of such breach, file an action against Seller for specific performance of this Agreement. Buyer hereby waives any right to any damages (whether actual, incidental consequential, punitive or otherwise). The foregoing waiver is a material inducement to Seller in entering into this Agreement and shall survive the termination or expiration of this Agreement.
Sample 1

Related to Buyer’s Pre-Closing Remedies

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

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