Common use of Default by Purchaser Prior to Closing Clause in Contracts

Default by Purchaser Prior to Closing. If (a) any of the representations or warranties made by Purchaser herein are inaccurate as of the Closing Date in any material respect and such inaccuracy prevents the Closing from occurring as provided for herein, (b) after all of the conditions to Purchaser’s obligations to proceed with the Closing have been satisfied or, in lieu thereof, waived in writing by Purchaser, Purchaser fails to deposit the Closing Payment and the documents and instruments specifically listed in Section 5.3 hereof with Escrow Agent on the Closing Date, or (c) Purchaser fails or refuses to perform any of Purchaser’s other material covenants or agreements to be performed by Purchaser under this Agreement at Closing (any of the foregoing circumstances being referred to herein as a “Purchaser Default”), then the Sellers’ sole remedies shall be (i) to terminate this Agreement and receive the Xxxxxxx Money Deposit, whereupon the Xxxxxxx Money Deposit shall be delivered to the Sellers and neither party shall have any further rights or obligations hereunder, each to the other, except for any obligations or rights that expressly survive termination of this Agreement, and the right of the Sellers to collect such liquidated damages from Purchaser and Escrow Agent; or (ii) to consummate the transactions contemplated hereby, without any abatement or reduction in the Purchase Price on account thereof. If the Closing does not occur because of a Purchaser Default, Purchaser and the Sellers agree that it would be impractical and extremely difficult to estimate the damages which the Sellers may suffer. Therefore, Purchaser and the Sellers hereby agree that, in the event of a Purchaser Default, a reasonable estimate of the total damages that the Sellers would suffer from a Purchaser Default is and shall be an amount equal to the Xxxxxxx Money Deposit. Said amount shall be the full, agreed and liquidated damages for the Purchaser Default, and the recovery of such amount shall be the Sellers’ sole remedy at law or in equity as a result of a Purchaser Default. All of the claims to damages or other remedies as a result of a Purchaser Default are expressly waived by the Sellers.

Default by Purchaser Prior to Closing. If (a) any of the representations or warranties made by Purchaser herein are inaccurate as of the Closing Date in any material respect and such inaccuracy prevents the Closing from occurring as provided for hereinrespect, (b) after all of the conditions to Purchaser’s obligations to proceed with the Closing have been satisfied or, in lieu thereof, waived in writing by Purchaser, Purchaser fails to deposit the Closing Payment and the documents and instruments specifically listed in Section 5.3 hereof with Escrow Agent on the Closing Date, or (c) Purchaser fails or refuses to perform any of Purchaser’s other material covenants or agreements to be performed by Purchaser under this Agreement at or before Closing (any of the foregoing circumstances being referred to herein as a “Purchaser Default”), then the Sellers’ sole remedies shall be (i) to terminate this Agreement and receive (A) the Xxxxxxx Money Deposit, and (B) solely if the Purchaser Default prevents Closing of the Woodholme MOB Property, payment from Purchaser equal to the loss or expense, if any, incurred by the Woodholme MOB Seller as a result of the re-sale of any securities that were purchased in order to effect the defeasance of the Existing Woodholme MOB Financing, whereupon the Xxxxxxx Money Deposit and the additional amount referred to in the preceding clause (B), if applicable, shall be delivered to the Sellers as liquidated damages and neither party shall have any further rights or obligations hereunder, each to the other, except for any obligations or rights that expressly survive termination of this Agreement, and the right of the Sellers to collect such liquidated damages from Purchaser and Escrow Agent; or (ii) to waive the Purchaser Default and consummate the transactions contemplated hereby, without any abatement or reduction in the Purchase Price on account thereof. If the Closing does not occur because of a Purchaser Default, Purchaser and the Sellers agree that it would be impractical and extremely difficult to estimate the damages which the Sellers may suffer. Therefore, Purchaser and the Sellers hereby agree that, in the event of a Purchaser Default, a reasonable estimate of the total damages that the Sellers would suffer from a Purchaser Default is and shall be an amount equal to the Xxxxxxx Money Deposit. Said amount shall be the full, agreed and liquidated damages for the Purchaser Default, and the recovery of such amount shall be the Sellers’ sole remedy at law or in equity as a result of a Purchaser Default. All of the claims to damages or other remedies as a result of a Purchaser Default are expressly waived by the Sellers.

Default by Purchaser Prior to Closing. If (a) any of the representations or warranties made by Purchaser herein are is inaccurate as of the Closing Date in any material respect and such inaccuracy prevents the Closing from occurring as provided for hereinrespect, (b) after all of the conditions to Purchaser’s obligations to proceed with the Closing have been satisfied or, in lieu thereof, waived in writing by Purchaser, Purchaser fails to deposit the Closing Payment and the documents and instruments specifically listed in Section 5.3 hereof with Escrow Agent on the Closing Date, or (c) Purchaser fails or refuses to perform any of Purchaser’s other material covenants or agreements to be performed by Purchaser under this Agreement at or before Closing (any of the foregoing circumstances being referred to herein as a “Purchaser Default”), then the Sellers’ sole remedies remedy shall be (i) to terminate this Agreement and receive the Xxxxxxx Money DepositAgreement, whereupon the Xxxxxxx Money Deposit shall be delivered to the Sellers and neither party shall have any further rights or obligations hereunder, each to the other, except for any obligations or rights that expressly survive termination of this Agreement, and the right of the Sellers to collect such liquidated damages from Purchaser and Escrow Agent; or (ii) to consummate the transactions contemplated hereby, without any abatement or reduction in the Purchase Price on account thereof. If the Closing does not occur because of a Purchaser Default, Purchaser and the Sellers agree that it would be impractical and extremely difficult to estimate the damages which the Sellers may suffer. Therefore, Purchaser and the Sellers hereby agree that, in the event of a Purchaser Default, in addition to attorneys’ fees and costs pursuant to Section 12.2 hereof, a reasonable estimate of the total damages that the Sellers would suffer from a Purchaser Default is and shall be an amount equal to the Xxxxxxx Money Deposit. Said amount shall be the full, agreed and liquidated damages for the Purchaser Default, and the recovery of such amount amount, together with attorneys’ fees and costs pursuant to Section 12.2 hereof, shall be the Sellers’ sole remedy at law or in equity as a result of a Purchaser Default. All of the claims to damages or other remedies as a result of a Purchaser Default are expressly waived by the Sellers.. /s/ G.F.M. /s/ X.X. XXXXXXX’ INITIALS PURCHASER’S INITIALS

Default by Purchaser Prior to Closing. If (a) any of the representations or warranties made by Purchaser herein are is inaccurate as of the Closing Date in any material respect and such inaccuracy prevents the Closing from occurring as provided for hereinrespect, (b) after all of the conditions to Purchaser’s obligations to proceed with the Closing have been WRIT Industrial III satisfied or, in lieu thereof, waived in writing by Purchaser, Purchaser fails to deposit the Closing Payment and the documents and instruments specifically listed in Section 5.3 hereof with Escrow Agent on the Closing Date, or (c) Purchaser fails or refuses to perform any of Purchaser’s other material covenants or agreements to be performed by Purchaser under this Agreement at or before Closing (any of the foregoing circumstances being referred to herein as a “Purchaser Default”), then the Sellers’ sole remedies remedy shall be (i) to terminate this Agreement and receive the Xxxxxxx Money DepositAgreement, whereupon the Xxxxxxx Money Deposit shall be delivered to the Sellers and neither party shall have any further rights or obligations hereunder, each to the other, except for any obligations or rights that expressly survive termination of this Agreement, and the right of the Sellers to collect such liquidated damages from Purchaser and Escrow Agent; or (ii) to consummate the transactions contemplated hereby, without any abatement or reduction in the Purchase Price on account thereof. If the Closing does not occur because of a Purchaser Default, Purchaser and the Sellers agree that it would be impractical and extremely difficult to estimate the damages which the Sellers may suffer. Therefore, Purchaser and the Sellers hereby agree that, in the event of a Purchaser Default, in addition to attorneys’ fees and costs pursuant to Section 12.2 hereof, a reasonable estimate of the total damages that the Sellers would suffer from a Purchaser Default is and shall be an amount equal to the Xxxxxxx Money Deposit. Said amount shall be the full, agreed and liquidated damages for the Purchaser Default, and the recovery of such amount amount, together with attorneys’ fees and costs pursuant to Section 12.2 hereof, shall be the Sellers’ sole remedy at law or in equity as a result of a Purchaser Default. All of the claims to damages or other remedies as a result of a Purchaser Default are expressly waived by the Sellers.. /s/ G.F.M. /s/ X.X. XXXXXXX’ INITIALS PURCHASER’S INITIALS

Default by Purchaser Prior to Closing. If (a) any the sale contemplated hereby is not consummated because of the representations or warranties made a material default by Purchaser herein are inaccurate as of in its obligation to purchase the Closing Date Properties in any material respect and such inaccuracy prevents the Closing from occurring as provided for herein, (b) after all of the conditions to Purchaser’s obligations to proceed accordance with the Closing have been satisfied or, in lieu thereof, waived in writing by Purchaser, Purchaser fails to deposit the Closing Payment and the documents and instruments specifically listed in Section 5.3 hereof with Escrow Agent on the Closing Date, or (c) Purchaser fails or refuses to perform any terms of Purchaser’s other material covenants or agreements to be performed by Purchaser under this Agreement at Closing (any of the foregoing circumstances being referred to herein as a “Purchaser Default”), then the Sellers’ sole remedies remedy shall be (i) to terminate this Agreement and receive the Xxxxxxx Money DepositAgreement, whereupon the Xxxxxxx Money Deposit shall be delivered to the Sellers and neither party shall have any further rights or obligations hereunder, each to the other, except for any obligations or rights that expressly survive termination of this Agreement, and the right of the Sellers to collect such liquidated damages from Purchaser and Escrow Agent; or (ii) to consummate the transactions contemplated hereby, without any abatement or reduction in the Purchase Price on account thereof. If the Closing does not occur because of a Purchaser Default, Purchaser and the Sellers agree that it would be impractical and extremely difficult to estimate the damages which the Sellers may suffer. Therefore, Purchaser and the Sellers hereby agree that, in the event of a Purchaser Default, a reasonable estimate of the total damages that the Sellers would suffer from a Purchaser Default is and shall be an amount equal to the Xxxxxxx Money Deposit. Said amount shall be the full, agreed and liquidated damages damages, and not a penalty, for the Purchaser Default, and the recovery of such amount amount, shall be the Sellers’ sole remedy at law or in equity as a result of a Purchaser Default. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. All of the claims to damages or other remedies as a result of a Purchaser Default are expressly waived by the Sellers.

Default by Purchaser Prior to Closing. If (a) any of the representations or warranties made by Purchaser herein are is inaccurate as of the Closing Date in any material respect and such inaccuracy prevents the Closing from occurring as provided for hereinrespect, (b) after all of the conditions to Purchaser’s obligations to proceed with the Closing have been satisfied or, in lieu thereof, waived in writing by Purchaser, Purchaser fails to deposit the Closing Payment and the documents and instruments specifically listed in Section 5.3 hereof with Escrow Agent on the Closing Date, or (c) Purchaser fails or refuses to perform any of Purchaser’s other material covenants or agreements to be performed by Purchaser under this Agreement at or before Closing (any of the foregoing circumstances being referred to herein as a “Purchaser Default”), then the Sellers’ Seller’s sole remedies remedy shall be (i) to terminate this Agreement and receive the Xxxxxxx Money DepositAgreement, whereupon the Xxxxxxx Money Deposit shall be delivered to the Sellers Seller and neither party shall have any further rights or obligations hereunder, each to the other, except for any obligations or rights that expressly survive termination of this Agreement, and the right of the Sellers Seller to collect such liquidated damages from Purchaser and Escrow Agent; or (ii) to consummate the transactions contemplated hereby, without any abatement or reduction in the Purchase Price on account thereof. If the Closing does not occur because of a Purchaser Default, Purchaser and the Sellers Seller agree that it would be impractical and extremely difficult to estimate the damages which the Sellers Seller may suffer. Therefore, Purchaser and the Sellers Seller hereby agree that, in the event of a Purchaser Default, in addition to attorneys’ fees and costs pursuant to Section 12.2 hereof, a reasonable estimate of the total damages that the Sellers Seller would suffer from a Purchaser Default is and shall be an amount equal to the Xxxxxxx Money Deposit. Said amount shall be the full, agreed and liquidated damages for the Purchaser Default, and the recovery of such amount amount, together with attorneys’ fees and costs pursuant to Section 12.2 hereof, shall be the Sellers’ Seller’s sole remedy at law or in equity as a result of a Purchaser Default. All of the claims to damages or other remedies as a result of a Purchaser Default are expressly waived by the Sellers.Seller. /s/ G.F.M. /S/ X.X. XXXXXXX’ INITIALS PURCHASER’S INITIALS

Default by Purchaser Prior to Closing. If (a) any of the representations or warranties made by Purchaser herein are is inaccurate as of the Closing Date in any material respect and such inaccuracy prevents the Closing from occurring as provided for hereinrespect, (b) after all of the conditions to Purchaser’s obligations to proceed with the Closing have been satisfied or, in lieu thereof, waived in writing by Purchaser, Purchaser fails to deposit the Closing Payment and the documents and instruments specifically listed in Section 5.3 hereof with Escrow Agent on the Closing Date, or (c) Purchaser fails or refuses to perform any of Purchaser’s other material covenants or agreements to be performed by Purchaser under this Agreement at or before Closing (any of the foregoing circumstances being referred to herein as a “Purchaser Default”), then the Sellers’ sole remedies remedy shall be (i) to terminate this Agreement and receive the Xxxxxxx Money DepositAgreement, whereupon the Xxxxxxx Money Deposit shall be delivered to the Sellers and neither party shall have any further rights or obligations hereunder, each to the other, except for any obligations or rights that expressly survive termination of this Agreement, and the right of the Sellers to collect such liquidated damages from Purchaser and Escrow Agent; or (ii) to consummate the transactions contemplated hereby, without any abatement or reduction in the Purchase Price on account thereof. If the Closing does not occur because of a Purchaser Default, Purchaser and the Sellers agree that it would be impractical and extremely difficult to estimate the damages which the Sellers may suffer. Therefore, Purchaser and the Sellers hereby agree that, in the event of a Purchaser Default, in addition to attorneys’ fees and costs pursuant to Section 12.2 hereof, a reasonable estimate of the total damages that the Sellers would suffer from a Purchaser Default is and shall be an amount equal to the Xxxxxxx Money WRIT Industrial I Deposit. Said amount shall be the full, agreed and liquidated damages for the Purchaser Default, and the recovery of such amount amount, together with attorneys’ fees and costs pursuant to Section 12.2 hereof, shall be the Sellers’ sole remedy at law or in equity as a result of a Purchaser Default. All of the claims to damages or other remedies as a result of a Purchaser Default are expressly waived by the Sellers.. /s/ G.F.M. /s/ X.X. XXXXXXX’ INITIALS PURCHASER’S INITIALS

Default by Purchaser Prior to Closing. If (a) any of the representations or warranties made by Purchaser herein are is inaccurate as of the Closing Date in any material respect and such inaccuracy prevents the Closing from occurring as provided for hereinrespect, (b) after all of the conditions to Purchaser’s obligations to proceed with the Closing have been satisfied or, in lieu thereof, waived in writing by Purchaser, Purchaser fails to deposit the Closing Payment and the documents and instruments specifically listed in Section 5.3 hereof with Escrow Agent on the Closing Date, or (c) Purchaser fails or refuses to perform any of Purchaser’s other material covenants or agreements to be performed by Purchaser under this Agreement at or before Closing (any of the foregoing circumstances being referred to herein as a “Purchaser Default”), then the Sellers’ sole remedies remedy shall be (i) to terminate this Agreement and receive the Xxxxxxx Money DepositAgreement, whereupon the Xxxxxxx Money Deposit shall be delivered to the Sellers and neither party shall have any further rights or obligations hereunder, each to the other, except for any obligations or rights that expressly survive termination of this Agreement, and the right of the Sellers to collect such liquidated damages from Purchaser and Escrow Agent; or (ii) to consummate the transactions contemplated hereby, without any abatement or reduction in the Purchase Price on account thereof. If the Closing does not occur because of a Purchaser Default, Purchaser and the Sellers agree that it would be impractical and extremely difficult to estimate the damages which the Sellers may suffer. Therefore, Purchaser and the Sellers hereby agree that, in the event of a Purchaser Default, in addition to attorneys’ fees and costs pursuant to Section 12.2 hereof, a reasonable estimate of the total damages that the Sellers would suffer from a Purchaser Default is and shall be an amount equal to the Xxxxxxx Money Deposit. Said amount shall be the full, agreed and liquidated damages for the Purchaser Default, and the recovery of such amount amount, together with attorneys’ fees and costs pursuant to Section 12.2 hereof, shall be the Sellers’ sole remedy at law or in equity as a result of a Purchaser Default. All of the claims to damages or other remedies as a result of a Purchaser Default are expressly waived by the Sellers.. /s/ G.F.M. /s/ X.X. XXXXXXX’ INITIALS PURCHASER’S INITIALS WRIT Industrial II