Contributor’s Default. If the Closing fails to occur due to the default of a Contributor, REIT shall be entitled to recover from the applicable defaulting Contributor any out-of-pocket expenses reasonably incurred by REIT specifically incurred in connection with this Agreement.
Contributor’s Default. Except for any breaches waived in writing by FWRLP, if Contributor breaches any of its covenants or obligations under this Agreement or has failed, refused or is unable to consummate the Contribution contemplated herein by the Closing Date or if any of the representations and warranties made by Contributor under this Agreement shall be inaccurate or incorrect in any material respect, then FWRLP shall notify Contributor of such breach in writing and, should Contributor not cure same within five (5) business days of receipt of such default notice, then FWRLP shall be entitled to (i) waive such breach, default or failure, and proceed to Closing, (ii) extend the Closing for such reasonable time or times as may be necessary in order to enable Contributor to remedy such breach, default or failure (but in no event more than three (3) months), (iii) terminate this Agreement and obtain the return of the Deposit, and/or (iv) pursue such remedies as may be available at law or in equity, including without limitation maintaining an action for damages (other than for consequential damages (i.e., lost profits)) and/or specific performance (including without limitation reasonable attorneys' fees and court costs). Notwithstanding the foregoing, if in the event of a failure by the Closing Date of a condition precedent set forth in Section 8 herein and such failure was not known to Contributor at the Acceptance Date and such failure was not caused by any act or omission of Contributor, then FWRLP shall be precluded from maintaining an action for damages pursuant to clause (iv) above with respect to such failure.
Contributor’s Default. If Contributor fails to perform any of its obligations under this Agreement for any reason other than GIPLP’s default or the permitted termination of this Agreement by GIPLP as expressly provided herein, and such default is not cured within ten (10) days after written notice thereof to Contributor, GIPLP shall be entitled, as its remedy, either (a) to terminate this Agreement and receive the return of the Xxxxxxx Money Deposit from Escrow Agent, together with GIPLP’s actual out-of-pocket costs and expenses incurred with respect to this transaction (not to exceed $35,000) which shall be reimbursed by Contributor to GIPLP within ten (10) business days after GIPLP’s delivery of commercially reasonable documentation supporting such costs and expenses (in such event, the right to retain the Xxxxxxx Money Deposit plus costs shall be full liquidated damages and, except as set forth herein, shall be GIPLP’s sole and exclusive remedy in the event of a default hereunder by Contributor, and GIPLP hereby waives and releases any right to xxx Contributor for damages), or (b) to enforce specific performance of Contributor’s obligation to execute and deliver the documents required to convey the Property to GIPLP in accordance with this Agreement. If specific performance is not available to GIPLP as a result of Contributor having sold the Property or any portion thereof to another party, or as a result of a willful and intentional act or omission of Contributor, then, in addition to GIPLP’s termination right and reimbursement referenced, GIPLP shall have all remedies available at law or in equity.
Contributor’s Default. If a Contributor defaults in the observance or performance of any of his or her agreements or obligations hereunder, Acquiror shall have, in addition to all other rights and remedies available at law or in equity, the right of specific performance of this Agreement.
Contributor’s Default. If the Closing fails to occur due to the default of Contributor, Operating Partnership shall be entitled to recover from the Contributor any out-of-pocket expenses reasonably incurred by Operating Partnership specifically incurred in connection with this Agreement.
Contributor’s Default. If Contributor shall default under this Agreement and the Closing fails to occur as a result of such default, Recipient’s only remedies shall be to: (a) seek specific performance of Contributor’s obligations under this Agreement or (b) terminate this Agreement, but in no event shall Recipient seek, or shall Contributor be liable for, any damages in connection with Contributor’s default (unless specific performance is unavailable).
Contributor’s Default. If the Closing does not occur by reason of a default of a Contributor, TRT may terminate this Agreement, in which event (A) Contributors shall reimburse TRT for TRT’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees, costs and disbursements) related to the negotiation of this Agreement and the transactions contemplated hereby and TRT’s due diligence, up to a maximum of $250,000, (B) the Xxxxxxx Money Deposit shall be returned to TRT, (C) Contributors shall pay any cancellation charges of Title Company (including escrow charges), and (D) all parties shall be discharged from all duties and performance hereunder, except for any obligations which by their terms survive any termination of this Agreement. The remedy set forth in this Section shall be TRT’s sole and exclusive remedy for any default of a Contributor resulting in the failure of the consummation of the Closing, whereupon this Agreement will terminate and TRT expressly waives its right to seek damages if a Contributors defaults.
Contributor’s Default. Except for any breaches waived in writing by FWRLP, if Contributors have breached any of their covenants or obligations under this Agreement or have failed, refused or are unable to consummate the Contribution contemplated herein by the Closing Date or if any of the representations and warranties made by Contributors under this Agreement shall be inaccurate or incorrect in any material respect, then FWRLP shall be entitled, as FWRLP's sole and exclusive right and remedy, to (i) waive such breach, default or failure and proceed to Closing without abatement of consideration under Section 2(a), (ii) extend the Closing for such reasonable time or times as may be necessary in order to enable Contributors to remedy such breach, default or failure (not to exceed thirty (30) days), (iii) terminate this Agreement and obtain the return of the Deposit, and/or (iv) pursue an action for specific performance. In the event that FWRLP elects to pursue specific performance and FWRLP prevails in such litigation, in addition to any relief awarded to FWRLP, Contributors shall be obligated to pay all reasonable legal fees, costs and expenses incurred by FWRLP.
Contributor’s Default. Except for any breaches waived in writing by FWRLP, if Contributor breaches any of its covenants or obligations under this Agreement or has failed, refused or is unable to consummate the Contribution contemplated herein by the Closing Date and such breach is not cured within five (5) days after written notice thereof from FWRLP or if any of the representations and warranties made by Contributor under this Agreement shall be inaccurate or incorrect in any material respect on the Acceptance Date, then FWRLP shall notify Contributor of such breach in writing and, should Contributor not cure same within five (5) business days of receipt of such default notice, then FWRLP shall be entitled to (i) waive such breach, default or failure, and proceed to Closing, (ii) extend the Closing for such reasonable time or times as may be necessary in order to enable Contributor to remedy such breach, default or failure (but in no event more than three (3) months), (iii) terminate this Agreement and obtain the return of the Deposit, and/or (iv) pursue such remedies as may be available at law or in equity, including without limitation maintaining any action for damages and/or specific performance (including without limitation reasonable attorneys' fees and court costs), provided that any action for damages against Contributor shall be limited to an amount equal to $50,000.00 (exclusive of reasonable attorneys' fees and court costs).
Contributor’s Default. If Contributor defaults in its obligation to close hereunder, the Company (i) may, but is not obligated to, extend the Closing Date for an additional period to permit Contributor to cure its default, provided that if the Company extends the Closing Date and Contributor fails to close in accordance with the requirements of this Agreement within the extended time period, then the Company may exercise any of its rights and remedies provided for in this Section 13.2, (ii) may avail itself of any legal or equitable rights (including, without limitation, the rights of specific performance and money damages that the Company may have at law or in equity or under this Agreement), (iii) may terminate this Agreement, in which event (a) Contributor shall reimburse the Company for all of its third party, out-of-pocket costs incurred in connection with this Agreement and the transactions contemplated hereby, and (b) this Agreement will be null and void and the Parties will have no further obligations hereunder, and (iv) the Company may take such action on behalf of Contributor and incur such costs as the Company reasonably determines is necessary to cure any breach or default by Contributor hereunder (with such extension of the Closing Date and Closing Date as the Company reasonably determines is necessary in connection therewith), in which event (a) the Parties will proceed to Closing on such date as the Company elects by written notice to Contributor, and (b) the Consideration will be reduced by an amount equal to the aggregate of all amounts expended and costs incurred by the Company, together with reasonable attorneys’ fees in connection with the Company’s cure of the default or breach. The Company will be reimbursed for all expenses incurred, including reasonable attorneys’ fees, in connection with any action brought for specific performance under this Section 13.2. In no event will an election by the Company to proceed with Closing constitute a waiver of any claims that the Company may have with respect to any Contributor breach or default under this Agreement, which claims expressly survive Closing. Notwithstanding the foregoing, nothing contained herein limits the Company’s remedies at law, in equity, or as herein provided in the event (x) Contributor breaches any of its obligations hereunder that expressly survive Closing, (y) Contributor conveys the LLC Interest to a third party prior to the valid termination of this Agreement, or (z) Contributor willfully or ...
