Buyer’s Pre-Closing Remedies Sample Clauses

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. 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.
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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.
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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:
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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. /s/ X. X. /s/ J. K. 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.
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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 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.
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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 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.
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Related to Buyer’s Pre-Closing Remedies

  • Buyer’s Remedies If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

  • 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 such failure (other than the failure to sell the Property when it is obligated to do so under the terms of this Agreement) is not cured within one (1) Business Day after written notice from Purchaser, 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 Xxxxxxx Money and Seller shall reimburse Purchaser for Purchaser’s out-of-pocket expenses not to exceed Fifty Thousand and No/100 Dollars ($50,000.00); (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 ten (10) Business Days following the scheduled Closing Date or, having given that notice, fails to file a lawsuit asserting the claim or cause of action in Salt Lake County, Utah, within thirty (30) 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 unless such lis pendens is in connection with the suit for specific performance, 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, special or punitive damages. Purchaser’s remedies shall be limited to those described in this Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Agreement.

  • Seller’s Remedies If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser'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 Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.

  • 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 to Seller the following:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

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

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

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

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