Common use of Default by Seller Clause in Contracts

Default by Seller. Buyer shall have the right to terminate this Agreement at or prior to the Closing Date in the event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer shall be entitled to exercise all of its rights in law or in equity by reason of the breach by Seller of this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyer, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by Seller and require the transactions contemplated by this Agreement to be consummated on the Closing Date.

Default by Seller. Buyer If any of Sellers' representations and warranties contained herein shall have not be true and correct on the right to terminate this Agreement at or prior to the Closing Contract Date in the event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly continuing thereafter through and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of including the Closing Date, or if any Seller fails to perform any of the Closing covenants and agreements contained herein to be performed by such Seller within the time for performance as specified herein (including Seller's obligation to close), or if any of the Buyer's Conditions Precedent shall not have been satisfied, Buyer may elect either to (i) terminate Buyer's obligations under this Agreement by written notice to Sellers, in which event Buyer shall retain all rights and remedies available to it; or (ii) close, in which event Buyer may file an action for either or both of specific performance and damages to compel Sellers to cure all or any of such default(s), in whole or in part, whereupon Buyer shall be delayed for entitled to deduct from the number Consideration, the cost of days such action and cure, and all reasonable expenses incurred by Buyer in connection therewith, including, but not limited to, attorneys' fees of Buyer's counsel. Notwithstanding anything to permit the cure contrary herein and in addition to any other remedies of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required periodBuyer, Buyer shall be entitled to exercise all of its rights in law or in equity recover actual (but not consequential) damages suffered by Buyer by reason of the breach by Seller of this Agreement. If Seller shall breach or threaten to breach Seller's defaults hereunder and/or any of the provisions of this Agreementdelay occasioned thereby, including, without limitation, Buyer, 's Reasonable Costs. The remedies of Buyer set forth in this Section 20.1 shall be in addition to any other remedies it may have otherwise applicable or provided in this Agreement or otherwise available to Buyer at law or in equity, will including, without limitation, specific performance, it being understood that Buyer's rights and remedies under this Agreement shall always be entitled non-exclusive and cumulative and that the exercise of one remedy or form of relief available to Buyer hereunder shall not be exclusive or constitute a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller waiver of any provisions of this Agreementother. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in Buyer's remedies under this Section 16.2, Buyer 20.1 shall have the right to waive any default not be limited by Seller and require the transactions contemplated by this Agreement to be consummated on the Closing DateSection 20.3.

Default by Seller. Buyer shall have the right to terminate this Agreement at or prior to the Closing Date in the event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that any Seller has failed Entity fails to cure the default within the required period, Buyer shall be entitled to exercise all perform any of its rights in law or in equity by reason of the breach by Seller of obligations under this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyer, in addition to any Agreement other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer than as a result of a breach default by Purchaser hereunder or the permitted termination of this Agreement by Sellers or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either: (a) to terminate this Agreement as to all Properties, in which case (i) Sellers shall reimburse Purchaser for its actual out-of-pocket costs and expenses (including reasonable attorneys’ fees, costs and disbursements) related to the negotiation of this Agreement and the transaction contemplated hereby and Purchaser’s due diligence, up to a maximum of $200,000.00, (ii) Purchaser shall receive the return of the Xxxxxxx Money (less the independent contract consideration, which Escrow Agent shall deliver to Sellers), (iii) Seller shall pay any cancellation charges to Escrow Agent and Title Company, and (iv) Purchaser and Sellers shall be discharged from all duties and performance hereunder, except those obligations which, by their terms, specifically survive the termination hereof; or (b) to enforce specific performance of all of the Seller Entities’ obligation to execute the documents required to convey the Properties to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of any provisions of this AgreementSeller Entity hereunder. In Purchaser expressly waives its rights to seek damages in the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by the Seller Entities hereunder. Purchaser shall be deemed to have elected the option in Section 6.2(a) above if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and require state in which each Property is located, on or before thirty (30) days following the transactions contemplated by this Agreement date upon which Closing was to be consummated on the Closing Datehave occurred.

Default by Seller. Seller recognizes that, in the event Seller defaults in the performance of its obligations under this Agreement and Buyer is entitled to terminate this Agreement pursuant to Section 16.1(a) hereof, monetary damages alone will not be adequate. Buyer shall therefore be entitled in such event to obtain specific performance by Seller of the terms of this Agreement. In any action to specifically enforce the provisions of this Agreement, Seller shall waive the defense that there is an adequate remedy at law or equity and agrees that Buyer shall have the right to obtain specific performance of the terms of this Agreement without being required to prove actual damages, post bond or furnish other security. As a condition to seeking specific performance, Buyer shall not be required to have tendered the Purchase Price specified in Section 2.1 of this Agreement, but shall be required to demonstrate that it is willing and able to do so and to perform its other closing obligations in all respects. If Buyer pursues the remedy of specific performance, Buyer acknowledges and agrees that it shall not be entitled, thereafter, to pursue any claims against Seller with respect to any default(s) which gave rise to Buyer’s right to terminate the Agreement or seek specific performance. In lieu of seeking specific performance of this Agreement, Buyer shall have the right to terminate this Agreement at or prior and Buyer shall be entitled to the Closing Date payment of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) as liquidated damages in the event that Seller defaults in the performance full settlement of any material obligation hereunder damages of any nature or if any representations kind that Buyer may suffer or warranties allege to suffer as the result thereof. It is understood and agreed that the amount of Seller are materially false, liquidated damages represents Buyer’s and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as Seller’s reasonable estimate of actual damages and does not constitute a penalty. Recovery of liquidated damages under this Section 18.1 shall be required the sole and exclusive remedy of Buyer against Seller for breach of or failure to correct or satisfy such default or falsity, provided that Seller promptly consummate this Agreement and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days shall be applicable regardless of the Closing Date, the Closing shall be delayed for the number actual amount of days to permit the cure of the default but in no event more than thirty (30) daysdamages sustained. In the event that Seller has failed to cure the default within the required periodaddition, in either circumstance, Buyer shall be entitled to exercise all of obtain from Seller court costs and reasonable attorneys’ fees incurred by it in enforcing its rights in law or in equity by reason hereunder, plus interest at the Prime Rate on the amount of any damages judgment obtained against Seller from the date of default until the date of payment of the breach by Seller of this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyer, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by Seller and require the transactions contemplated by this Agreement to be consummated on the Closing Datejudgment.

Default by Seller. Buyer shall have the right to terminate this Agreement at or prior to the Closing Date in the event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within close of Escrow and the required period, Buyer shall be entitled to exercise all consummation of its rights in law or in equity the transaction here contemplated do not occur by reason of the breach any default by Seller of this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyer, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2Seller, Buyer shall have the right to waive any default by Seller and require the transactions contemplated by either (i) obtain liquidated damages as hereinafter set forth as Buyer's sole remedy, or (ii) institute an action for specific performance to enforce Seller's obligations under this Agreement to convey title to the Land to Buyer and to fulfill Seller's other obligations under this Agreement. If and only of Buyer elects to obtain liquidated damages, Buyer and Seller agree that it would be consummated on impractical and extremely difficult to estimate the Closing Datedamages that Buyer may suffer. Therefore, Seller and Buyer agree that a reasonable estimate of the total net detriment that Buyer would suffer in the event that Seller defaults and fails to convey the Land to Buyer is an amount equal to the Earnest Money and accrued interest thereon and Buyer's predevelopmexx xxxxs and expenses, including without limitation, architectural, consultant, engineering, and legal fees and related costs not to exceed One Hundred Thousand and No/100 Dollars ($100,000.00), which amount shall be the full, agreed, and liquidated damages for the breach of this Agreement., all other claims to damage or other remedies being herein expressly waived by Buyer, and shall be Buyer's sole and exclusive remedy for the breach of this Agreement (whether at law or in equity) unless Buyer elects to institute an action for specific performance as set forth in this Section. The payment of this amount as liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Buyer. Upon default by Seller, this Agreement shall be terminated and neither party shall have any further rights or obligations under this Agreement, each to the other, except that Escrow Holder shall promptly return the Earnest Money and accrued interest thereon to Buyer and except for xxx xxxht of Buyer to collect such predevelopment costs and expenses as liquidated damage from Seller.

Default by Seller. Buyer shall have the right to terminate this Agreement at or prior to the Closing Date in the event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer shall be entitled to exercise all of its rights in law or in equity by reason of the breach by Seller of this Agreement. If Seller shall breach in any material respect of its obligations hereunder to be performed by Seller prior to or threaten at the Closing, or willfully causes the failure of a condition precedent, in each case for any reason other than Buyer’s default or failure to breach satisfy a condition to Closing for which Buyer is responsible or a termination of this Agreement by Buyer or Seller pursuant to a right to do so under the provisions hereof, Buyer, as its sole and exclusive remedies, may either: (i) terminate this Agreement by written notice to Seller and Escrow Agent, whereupon this Agreement shall be terminated and neither party shall have any further obligations hereunder other than the Surviving Obligations, in which case Buyer shall receive a refund of the provisions Deposit, and Seller shall reimburse Buyer for Buyer’s actually incurred, and reasonably documented out of pocket costs in conjunction with the Agreement, not to exceed $75,000, which reimbursement obligation shall survive the termination of this Agreement, Buyer, in addition to any other remedies it may have at law ; or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions (ii) initiate and prosecute an action for specific performance by Seller of its obligations under this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other securityTHIS SECTION SETS FORTH BUYER’S EXCLUSIVE REMEDIES IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT. Notwithstanding anything set forth herein to the contrary contained contrary, if Buyer has funded the balance of the Purchase Price at Closing in accordance with this Section 16.2Agreement and Seller has defaulted, Buyer shall, if entitled, be promptly returned the balance of the Purchase Price from escrow; provided that in connection with any action for specific performance brought by Buyer, Buyer shall have provide proof of immediately available funds or post any bond that may be required by the right to waive any default by Seller and require court or applicable law, in the transactions contemplated by this Agreement to be consummated on amount of the Closing Datebalance of the Purchase Price, in connection with such action.

Default by Seller. Buyer shall have If the right to terminate this Agreement at or prior transaction is not consummated as a result of a default by Seller, then Buyer, as its sole and only remedies hereunder, to the Closing Date in the event that Seller defaults in the performance exclusion of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer shall be entitled to exercise all of its rights in law or in equity by reason of the breach by Seller of this Agreement. If Seller shall breach or threaten to breach any of the provisions of other potential remedies under this Agreement, Buyer, in addition to any other remedies it may have at law or in equity, will may either (i) terminate this Agreement by delivery of notice of termination to Seller, whereupon (A) the Xxxxxxx Money plus interest accrued thereon shall be entitled immediately returned to a restraining orderBuyer, injunction and (B) Seller shall pay to Buyer its Expense Reimbursement, in which case neither Party shall have any further rights or obligations hereunder other similar remedy in order to specifically enforce the provisions than those rights and obligations which expressly survive termination of this Agreement. Seller ; or (ii) continue this Agreement pending Buyer’s action for specific performance, provided, however, that any such action for specific performance shall not include an action for damages and Buyer specifically acknowledge that money damages alone would shall be an inadequate remedy for the injuries filed and damage which would be suffered and incurred served by Buyer as a result within forty-five (45) days of a breach the date which is the later of (x) the termination of this Agreement by Seller Seller, or (y) the date on which Buyer has Actual Knowledge of the event or occurrence comprising the alleged default on the part of Seller, it being the intent of the Parties hereto that any provisions failure of Buyer to meet the time deadline set for filing shall be deemed to be Buyer’s election to waive and relinquish any rights to enforce specific performance of this Agreement. In the event Buyer files an action for specific performance in accordance with subparagraph (ii) above and Seller prevails in such action, then in addition to its obligations under Section 15(l) below, Buyer shall be obligated to pay to Seller an amount equal to the Specific Performance Amount as liquidated damages in order to compensate Seller for actual costs, damages and losses, as well as lost opportunity costs, suffered by Seller due to its inability to sell the Property to a third party pending the resolution of Buyer’s specific performance action. Buyer acknowledges that the damages suffered by Seller due to a delay in selling the Property are difficult to determine and that the Specific Performance Amount has been agreed upon, after negotiation, as the parties’ reasonable estimate of such Seller’s damages. If the transaction is not consummated as a result of a default by Seller that is an intentional, willful refusal by Seller to convey the Property to Buyer seeks an injunction for the purpose of selling the Property to a third-party (a “Willful Default”) (and no default on the part of Buyer then exists), then Buyer, as its sole and only remedies hereunder, to the exclusion of all other potential remedies under this Agreement, at law or in equity, may either (i) terminate this Agreement by delivery of notice of termination to Seller, whereupon (A) the Xxxxxxx Money plus interest accrued thereon shall be immediately returned to Buyer, and (B) Seller hereby waives shall pay to Buyer the sum of Two Hundred Fifty Thousand and No/100ths Dollars ($250,000) (the “Willful Default Payment”), in which case neither Party shall have any requirement further rights or obligations hereunder other than those rights and obligations which expressly survive termination of this Agreement; or (ii) waive any right to the Willful Default Payment and continue this Agreement pending Buyer’s action for specific performance as provided in, and subject to, the posting of a bond or other securityforegoing terms and conditions regarding any suit for specific performance brought by Buyer. THE PARTIES HAVE AGREED THAT BUYER’S ACTUAL DAMAGES, IN THE EVENT OF A WILLFUL DEFAULT BY SELLER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE WILLFUL DEFAULT PAYMENT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF BUYER’S DAMAGES FROM A WILLFUL DEFAULT. Notwithstanding anything to the contrary contained in this Section 16.2Agreement, (i) in no event shall Seller be liable to Buyer shall have in connection with any breach or default on the right to waive any default by part of Seller and require the transactions contemplated by under this Agreement for any incidental, special, exemplary, punitive or consequential damages, including, without limitation, loss of profits or revenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Property, or inability to be consummated on use the Closing Date.Property, and (ii) in no event or circumstance shall any of the members, partners, employees, representatives, officers, directors, agents, advisors, property management company, affiliated or related entities of Seller or Seller’s property management company (collectively, the “Seller Parties”) have any personal liability under this Agreement. Buyer’s Initials Seller’s Initials

Default by Seller. In the event the sale of the Property as contemplated hereunder is not consummated due to default by Seller hereunder, Buyer shall be entitled, as its sole remedy for Seller's default, either (a) to receive the return of the Option Payment and the Deposit (together with all interest accrued thereon), and to recover from Seller Buyer's actual third party out of pocket costs incurred in connection with Buyer's due diligence (which costs, together with any costs incurred by Xxxxx Xxxxxxxx in connection with the 601 Property and King Street Property, shall not exceed Two Hundred Thousand Dollars ($200,000); or (b) to enforce specific performance of Seller's obligation to convey the Property to Buyer in accordance with the terms of this Agreement, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Except as otherwise expressly provided in this Section 19.2 above, Buyer expressly waives its rights to seek damages in the event of Seller's default hereunder. Buyer shall be deemed to have the right elected to terminate this Agreement at if Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Real Property is located, on or prior before one hundred twenty (120) days following the date upon which Closing was to have occurred. Notwithstanding the above provisions of this Section 19.2 to the Closing Date in the event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required periodcontrary, Buyer shall be entitled to exercise all of its rights seek damages against Seller as allowed by applicable law in law or in equity by reason of the breach by Seller of this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyer, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting shall be prevented from obtaining specific performance of a bond or other security. Notwithstanding anything Seller's obligation to convey title to the contrary contained in this Section 16.2, Property to Buyer shall have the right to waive any default by Seller and require the transactions contemplated by as required under this Agreement by reason of Seller's grant or conveyance of the Property, any right or interest therein or any lien or encumbrance thereon to be consummated on the Closing Dateany other party.

Default by Seller. Buyer shall have 1. If, during the right to terminate this Agreement at or prior to the Closing Date in the event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer shall be entitled to exercise all of its rights in law or in equity by reason of the breach by Seller of this Agreement. If Seller shall breach or threaten to breach any of the provisions term of this Agreement, Buyerone or more of the following events (an "Event of Default") shall occur, Seller shall be deemed in addition default: a. [******] The rejection rate for any Category of Fine Papers delivered by Seller shall exceed either [******] b. Seller shall, for any reason other than (a) delays to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred extent caused by Buyer as a or Force Majeure, where such delays are not the result of a breach by Seller of its obligations hereunder, or (b) material breach by Buyer of its obligations hereunder, fail to meet [******] specified in Buyer's monthly orders issued in accordance with Article V hereof in [******] c. Seller shall default in the payment of any provisions sum which it acknowledges to be due and payable to Buyer hereunder and such default shall continue for [******] after receipt of written demand from Buyer for payment of such sum; d. Any representation made by Seller herein or in any certificate, statement or document required to be made by Seller pursuant to the terms of this AgreementAgreement shall prove to be false in any material respect as of the date on which it was made, and any material adverse consequences to Buyer directly caused thereby shall not have been remedied within 30 days after written notice thereof shall have been given to Seller by Buyer; provided, however, that if the material adverse consequences cannot reasonably be remedied in a 30-day period, and if Seller shall have commenced a remedy based on a plan of remedy and a schedule acceptable to Buyer, the 30-day period shall be extended consistent with such plan of remedy; e. Seller shall (a) file a petition commencing a voluntary case under the United States Bankruptcy Code, (b) file a petition for liquidation, reorganization or an arrangement pursuant to any other federal or state bankruptcy law, (c) be adjudicated a debtor or be declared bankrupt or insolvent under any federal or state law relating to bankruptcy, insolvency, winding-up or adjustment of debts, as now or hereafter in effect, (d) make an assignment for the benefit of creditors, or (e) admit in writing its inability to pay its debts as they become due; or if a petition commencing an involuntary case under the United States Bankruptcy Code or an answer proposing the adjudication of Seller as a debtor or a bankrupt or proposing its liquidation or reorganization pursuant to the United States Bankruptcy Code or any other federal or state bankruptcy law shall be filed in any court and Seller shall consent to or acquiesce in the filing thereof, if such petition or answer shall not be discharged or denied within 60 days after the filing thereof; f. A custodian, receiver, trustee or liquidator of Seller, or of all or substantially all of the assets of Seller shall be appointed in any proceeding brought against Seller and shall not be discharged within 60 days after such appointment, or if Seller shall consent to or acquiesce in such appointment; or g. Seller shall default in any material respect in the observance or performance of any covenant, condition or obligation of Seller contained herein (other than as provided in paragraphs a, b, c and d of this Article XXIII.A.1) and such default continues for 30 days after written notice to Seller specifying the default and demanding that the same be remedied; provided, however, that if the default cannot reasonably be remedied in a 30-day period and if Seller shall have commenced a remedy based on a plan of remedy and a schedule acceptable to Buyer, the 30-day period shall be extended consistent with such plan of remedy. 2. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything Default by Seller, Buyer, at its option, may (a) cancel this Agreement by providing written notice to Seller, such cancellation to be effective as of the date set forth in such notice but not earlier than 15 days after such notice is received by Seller, and in any event, (b) subject to the contrary contained in this Section 16.2provisions of Article XII, Buyer shall have the right to waive any default by Seller and require the transactions contemplated by this Agreement to pursue such remedies as may be consummated on the Closing Dateavailable at law or equity as a consequence of such default.

Default by Seller. Buyer shall have the right to terminate this Agreement at or prior to the Closing Date in the event that If Seller defaults in its obligation to sell the performance of Property under this Agreement or otherwise defaults in any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten under this Agreement (10) days after written notice is given to Seller or such longer period which remains uncured as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, provided, Seller shall have not less than 5 days’ notice with opportunity to cure, and the Closing Date shall be delayed for the number of days extended if necessary to permit the afford such cure period), Purchaser’s sole remedy shall be to elect one of the default but following: (a) to terminate this Agreement, in no which event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer Purchaser shall be entitled to exercise all of its rights in law or in equity the return by reason the Title Company to Purchaser of the breach Xxxxxxx Money and Seller shall reimburse Purchaser for Purchaser’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 Purchaser’s due diligence, up to a maximum of $125,000.00, or (b) to bring a suit for specific performance provided that any suit for specific performance must be brought within 90 days of Seller’s default, to the extent permitted by law, Purchaser waiving the right to bring suit at any later date. This Agreement confers no present right, title or interest in the Property to Purchaser and Purchaser agrees not to file a lis pendens or other similar notice against the Property except in connection with, and after, the proper filing of a suit for specific performance. Notwithstanding the foregoing, nothing contained in this Paragraph 8.2 shall limit the rights and remedies of Purchaser with respect to any obligations or liabilities of Seller that survive the Closing or any termination of this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyer, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by Seller and require the transactions contemplated by this Agreement to be consummated on the Closing Date.

Default by Seller. Buyer Prior to Closing, Seller shall have the right not be deemed to terminate this Agreement at be in default or prior to the Closing Date in the event that Seller defaults in the performance breach of any material obligation hereunder representation, warranty or if any representations or warranties covenant of Seller are materially falsehereunder unless Buyer first delivers to Seller and Title Company a written notice of default specifying the nature of the default, and then only if the Seller fails to correct or satisfy cure such default or falsity within ten (10) days thereafter. If, after the expiration of such ten (10) day period, Seller is deemed to be in default or breach of any representation, warranty or covenant hereunder, then, as Buyer's sole remedies, Buyer may either: (a) Upon giving written notice is given to Seller or such longer period Seller, terminate this transaction and escrow, whereupon the Xxxxxxx Money Deposit shall be immediately returned to Buyer and neither party shall have any further obligation to the other except for any obligations hereunder which are to survive termination; or (b) Within thirty (30) days after the date of the alleged breach, file suit in any court of competent jurisdiction for specific performance of the terms and provisions of this Agreement. If Buyer elects to seek specific performance, as conditions precedent to any suit for specific performance, Buyer shall be required to correct (i) deposit into Escrow, in cash or satisfy such default other immediately available funds, the entire Purchase Price to be paid by Buyer hereunder on or falsity, provided that Seller promptly and diligently prosecute before the cure or satisfaction. If such notice is given within ten scheduled Closing Date (10) days time being of the Closing Dateessence), the Closing shall be delayed (ii) fully perform all of its other obligations hereunder required to proceed to Closing, and (iii) institute suit by filing and service of process on Seller for the number of days to permit the cure of the default but in no event more than specific performance within such thirty (30) daysday period (time being of the essence). In If Buyer fails to satisfy one or more of such conditions, Buyer shall not be entitled to, and hereby waives, any right of specific performance. If Buyer files a suit for specific performance or files a lis pendent against the event that Seller has failed Property prior to cure its timely performance of the default conditions precedent specified herein, then Buyer shall be conclusively deemed to have filed a groundless and false claim within the required periodmeaning of § 12.008 of the Texas Property Code (as amended). Notwithstanding the foregoing, Buyer shall be entitled to exercise all of its rights in and remedies available at law or in equity by reason of the breach by Seller of this Agreementif specific performance is not available as a remedy due to Seller's intentional acts or intentional omissions (except incidental or consequential damages). If Seller Buyer hereby waives all other rights and remedies. After Closing, Buyer shall breach or threaten be entitled to breach any of the provisions of this Agreement, Buyer, in addition to any other all rights and remedies it may have available at law or in equity, will subject to the limitations otherwise set forth in this Agreement, including, without limitation, those set forth in paragraph 14(h). Notwithstanding the foregoing, in an action for damages, Buyer shall only be entitled to a restraining orderseek recovery of actual out-of-pocket damages which directly result from Seller's breach, injunction Buyer hereby waiving and covenanting not to assert any right to seek or obtain any other similar remedy in order to specifically enforce the provisions of this Agreement. Seller damages, including, but not limited to, incidental or consequential damages, resulting from Seller's breach, and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event provided, further, that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by Seller rescind the sale and require the transactions contemplated by this Agreement to be consummated on the Closing Datepurchase transaction.

Default by Seller. Buyer Notwithstanding anything herein to the contrary, if Seller (a) had actual knowledge that any of the representations and warranties set forth in Section 11.1 hereof were untrue as of the Effective Date and the failure of any such representation or warranty to be true would have a “material adverse impact” (as such term is defined in Section 11.1 hereof) on the Property, or (b) defaults in its obligations expressly stated in this Agreement, then Buyer’s sole and exclusive remedy shall have be to elect one of the right following: (i) to terminate this Agreement at or prior to the Closing Date Agreement, in the which event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer shall be entitled to exercise all of its rights in law or in equity the return by reason the Escrow Holder to Buyer of the breach by Seller of this Agreement. If Deposit and Seller shall breach or threaten reimburse Buyer for Buyer’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses), as supported by reasonable documentation satisfactory to breach any of the provisions Seller, incurred in connection with Buyer’s due diligence investigations and negotiation and execution of this Agreement, Buyernot to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate, in addition or (ii) if Seller’s breach arises out of its failure to any other remedies it may have at law or in equity, will be entitled sell and convey the Property to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by Seller and require the transactions contemplated by this Agreement to be consummated on the Closing Date, to bring a suit for specific performance for such breach provided that any suit for specific performance must be brought as to the Property within 45 days of Seller’s default, Buyer’s waiving the right to bring suit at any later date to the extent permitted by law; provided further, however, to the extent that Seller cause Buyer’s remedy of specific performance to be unavailable due to Seller’s selling the Property to another third-party prior to the Closing Date, then Buyer shall be entitled to recover damages from Seller. This Agreement confers no present right, title or interest in the Property to Buyer and Buyer agrees not to file a lis pendens or other similar notice against the Real Property except in connection with, and after, the proper filing of a suit for specific performance. Nothing in this Section 13.2 shall prevent or preclude any recovery of attorneys’ fees or other costs incurred by Buyer pursuant to Section 15.5.

Default by Seller. Buyer If the sale of the Property as contemplated hereunder is not consummated due to Seller’s default hereunder, then Purchaser shall have be entitled, as its sole remedy for such default, either (and for the right avoidance of doubt, in no event both) (a) to receive the return of the Xxxxxxx Money, which return shall operate to terminate this Agreement at and release Seller from any and all liability hereunder, or prior (b) to enforce specific performance of Seller’s obligation to execute and deliver the Closing Date documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives and releases its rights to seek damages in the event that of Seller’s default hereunder. In no event shall Seller defaults be liable for consequential, speculative, remote or punitive damages, or any other damages and Purchaser hereby waives and releases any right to seek or collect any such consequential, speculative, remote or punitive damages, or any damages. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Xxxxxxx Money if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the performance of any material obligation hereunder county and state in which the Property is located, on or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten before sixty (1060) days after following the date upon which Closing was to have occurred. Seller shall not be deemed to be in default hereunder until and unless Seller has been given written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer shall be entitled to exercise all of its rights in law or in equity by reason failure to comply with the terms hereof and thereafter does not cure such failure within five (5) business days after receipt of the breach by Seller of this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyer, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by Seller and require the transactions contemplated by this Agreement to be consummated on the Closing Datesuch notice.

Default by Seller. The Buyer shall have the right to terminate this Agreement at or prior to before the Closing Date in Date, or xxx for damages, or both, if the event that Seller defaults in the performance of any material obligation hereunder or if any representations representation or warranties warranty of Seller are is materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or within such longer period as shall be required to correct or satisfy such default or falsity, provided that the Seller promptly and diligently prosecute prosecutes the cure or satisfaction. If such notice is given within ten (10) days of the Closing DateDate and the Seller is proceeding promptly and diligently to prosecute a cure or satisfaction, the Closing shall be delayed for the number of days necessary to permit the cure of the default but in no event more than thirty (30) days. In If the event that Seller has failed fails to cure the default within the required period, Buyer shall be entitled to exercise all of its rights in law or in equity by reason of the breach by Seller of this Agreement. If the Seller shall breach breaches or threaten threatens to breach any of the provisions of this Agreement, the Buyer, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer The Parties specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage damages which would be suffered and incurred by Buyer as a result of a breach by the Seller of any provisions provision of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by Seller and require the transactions contemplated by this Agreement to be consummated on the Closing Date.

Default by Seller. Buyer shall have In the right event of a default by Seller of any of Seller's obligations under this Agreement, and the failure of Seller to cure such default within fifteen (15) days after Purchaser notifies Seller in writing of such default (the “Seller Cure Period”) Purchaser may terminate this Agreement at or prior and Seller shall pay to Purchase as damages the Closing Date Purchaser’s attorneys’ fees and costs incurred in the event that Seller defaults in the performance of (a) drafting and negotiating this Agreement, (b) drafting and negotiating any material obligation hereunder or if any representations or warranties of Seller are materially falsedocuments required for Closing, and Seller fails (c) any the cost to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as obtain any survey of the Premises. Said damages shall be required paid to correct or satisfy such default or falsity, provided that Seller promptly Purchaser as liquidated damages and diligently prosecute the cure or satisfactionas Purchaser’s sole and exclusive remedy against Seller. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than Within thirty (30) days. In the event that days after termination of this Agreement by Purchaser pursuant to this Section, Purchaser shall provide to Seller has failed a detailed invoice showing its attorneys’ fees and costs incurred, and Seller shall pay such amount to cure the default Seller within the required period, Buyer shall be entitled to exercise all thirty (30) days of its rights in law or in equity receipt of such invoice. The Parties acknowledge that the actual damages that might be suffered by reason of the breach by Seller of Purchaser because this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyer, in addition to any other remedies it may have at law or in equity, will be entitled Agreement is terminated due to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2, Buyer shall have the right to waive any default by Seller are uncertain and require difficult to prove. Accordingly, the transactions contemplated Parties intend that the liquidated damage provision of this paragraph is fair and reasonable, intended by this Agreement the Parties to be consummated an agreement in advance as to the settlement of any and all damages that might arise because of a default by Seller, bears a relation to the actual damages that might be sustained by Purchaser and is not a penalty on the Closing DateSeller for non- performance.

Default by Seller. Buyer shall have the right to terminate this Agreement at or prior to the Closing Date in In the event that Seller defaults in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required period, Buyer shall be entitled to exercise all comply with any of its rights in law obligations or in equity by conditions hereunder for any reason of the breach by Seller of this Agreement. If Seller shall breach except for (i) any permissible reasons set forth herein, or threaten to breach any of the provisions of this Agreement, (ii) Buyer, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach by Seller of any provisions of this Agreement. In the event that Buyer seeks an injunction hereunder, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.2’s default, Buyer shall have the right to waive (i) cancel this Agreement and receive the return of the balance of the Deposit, or (ii) seek the specific performance of this Agreement. It is expressly provided, however, that Buyer shall provide Seller with written notice of any default hereunder which notice shall provide Seller with a ten (10) day grace period within which to cure any default of which notice has been given or such longer period of time as is reasonably necessary to cure the default if the nature of the default is such that it cannot be cured within the ten (10) day grace period and Seller is diligently and continuously prosecuting such cure to completion but, in no event, longer than twenty (20) days; provided, however, that notwithstanding the foregoing there shall be no notice requirement or curative opportunity in the event the default is a failure by Seller and require to close the transactions transaction contemplated by this Agreement to be consummated on the Closing Date. Notwithstanding anything in this Section 6.1 or in this Agreement, the foregoing provisions of this Section shall not limit Buyer’s right to seek damages against Seller in the event of (i) a willful and knowing breach or misrepresentation by Seller of the representations and warranties made by Seller in this Agreement and/or (ii) a willful bad-faith refusal by Seller to close the transaction contemplated by this Agreement in strict accordance with the terms and conditions. It is expressly acknowledged by Seller that Buyer, in its sole and absolute discretion, may elect to waive any and all defaults by Seller hereunder and proceed to Closing.

Default by Seller. (a) Provided Buyer shall have is not in default, should Seller refuse or be unable to comply with and perform in accordance with the right to terminate provisions of this Agreement at the Deposit shall be returned to Buyer on demand and neither party shall be under any further obligation or prior liability to the Closing Date other under this Agreement except as otherwise specifically herein provided. In addition to the return of the Deposit, in the event that case of a Seller defaults default in the performance of any material obligation hereunder or if any representations or warranties of Seller are materially false, and Seller fails to correct or satisfy such default or falsity within ten (10) days after written notice is given to Seller or such longer period as shall be required to correct or satisfy such default or falsity, provided that Seller promptly and diligently prosecute the cure or satisfaction. If such notice is given within ten (10) days of the Closing Date, the Closing shall be delayed for the number of days to permit the cure of the default but in no event more than thirty (30) days. In the event that Seller has failed to cure the default within the required periodits obligations under this Agreement, Buyer shall be entitled to exercise all obtain from Seller a reimbursement for Buyer's Due Diligence Costs (as herein defined.) together with liquidated damages in the amount of its rights Two Hundred Thousand and 00/100 Dollars ($200,000.00) ("Buyer's Liquidated Damages"). The remedies provided in law or in equity this Agreement are Buyer's sole remedy for a default by reason of Seller. Notwithstanding anything herein to the breach by Seller of this Agreement. If Seller shall breach or threaten to breach any of the provisions of this Agreement, Buyercontrary, in addition to any other remedies it may have at law or in equity, will no event shall Buyer be entitled to bring or maintain a restraining order, injunction cause of action against Seller to collect compensatory or other similar remedy in order to specifically enforce the provisions of this Agreement. Seller and Buyer specifically acknowledge that money monetary damages alone would be an inadequate remedy for the injuries and damage which would be suffered and incurred by Buyer as a result of a breach Seller default, or to obtain specific performance. Further, in no event shall Seller be required to initiate any quiet title actions, make any payments or perform any other acts to remove title defects. (b) If Seller shall default by willfully refusing or failing to close under the terms of this Agreement as to one or more Parcels (but not in the event Seller is unable, in spite of any provisions good faith efforts, to comply with the terms of this Agreement. In ), and if Seller closes on the event that Buyer seeks an injunction hereunderconveyance of all or some of such Parcel(s) to another party on or before December 31, Seller hereby waives any requirement for the posting of a bond or other security. Notwithstanding anything to the contrary contained in this Section 16.22007, Buyer shall have be entitled to (and Seller shall pay to Buyer) additional damages (the right "Breakup Fee" ) equal to waive any default the sales price (net of reasonable and customary closing costs) received by Seller for such sales or conveyances of such Parcels, reduced by the Kickout Value of such Parcels. The obligations set forth in this subparagraph shall survive Closing. (c) If and require to the transactions contemplated extent that Seller is obligated to pay to Buyer the Breakup Fee, and Seller fails to do so, such amount shall be paid to Buyer by Trustreet Properties, Inc., a Maryland corporation ("Trustreet"). Trustreet executes this Agreement for the sole and limited purpose of agreeing to be consummated on the Closing Dateterms of this Paragraph 15.