Default by Sellers. Notwithstanding any provision in this Agreement to the contrary, if Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Sellers, Purchaser may, as Purchaser’s sole and exclusive remedies, elect by written notice to Sellers within five (5) Business Days following the scheduled Closing Date, to either (a) terminate this Agreement, in which event Sellers shall be obligated to promptly reimburse Purchaser for its actual out of pocket costs incurred in connection with this Agreement or the Property including, but not limited to, the negotiation of this Agreement, Purchaser’s due diligence with respect to the Property, Purchaser’s financing with respect to the Property (including, but not limited to, good faith deposits, commitment fees, and costs of hedging and other rate lock contracts), and all of Purchaser’s legal fees and expenses related thereto, not to exceed, however, $700,000.00 with respect to this Agreement and the Other Property Agreements in the aggregate, and Purchaser shall receive from the Title Company the Xxxxxxx Money Deposit, whereupon Sellers and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations, or (b) pursue specific performance of this Agreement, so long as any action or proceeding commenced by Purchaser against Sellers shall be filed and served within thirty (30) days of the scheduled Closing Date, and, in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Sellers for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Sellers be obligated to undertake any of the following (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (C) secure any permit with respect to the Property or Sellers’ conveyance thereof; or (D) expend any money to repair, improve or alter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Sellers of any of the Closing Surviving Obligations ...
Default by Sellers. If any Seller shall be in default under this Agreement and such default shall not have been cured for a period of 60 days, or if such Seller shall become insolvent or make an assignment for the benefit of its creditors or have a receiver appointed for all or substantially all of its properties, or if any proceedings commenced, or consented to, by such Seller are not stayed or dismissed within 90 days after being commenced against such Seller under any bankruptcy, insolvency or other law for the relief of debtors, the Issuer shall have the right, in addition to any other rights it may have under any applicable law, to terminate this Agreement with respect to such Seller upon 30 days' prior written notice to such Seller; provided that any termination of this Agreement shall not release such Seller from any obligation under this Agreement.
Default by Sellers. If XXXXXXX fail to timely perform this Agreement, BUYERS have the right to have all payments made returned to them.
Default by Sellers. If this Agreement is terminable by Buyer pursuant to SECTION 13.1(B) and Buyer is not in material default or material breach of this Agreement, Buyer shall be entitled:
(i) to require Sellers to consummate and specifically perform the sale in accordance with SECTION 14.3, if necessary through injunction or other court order or process; or
(ii) by written notice to Sellers, to terminate this Agreement; and
(iii) to pursue any and all remedies against Sellers available at law or in equity.
Default by Sellers. If, on or prior to the Closing, any Seller shall have made any representation or warranty herein which shall be untrue or misleading in any material respect, or if any Seller shall fail to perform any of the material covenants and agreements contained herein to be performed by such Seller, Purchaser may, as its sole and exclusive remedy at law or in equity, elect to either (a) terminate this Agreement and receive a refund of the Deposit (following which no party shall have any rights or obligations hereunder except for the Surviving Obligations) or (b) pursue a suit for specific performance.
Default by Sellers. In the event Sellers are in default under this ------------------ Agreement at or prior to Closing and if as a result thereof a Closing hereunder shall not occur, then Buyer shall be entitled to pursue any rights, powers or remedies available to Buyer by law, in equity or by contract, including specifically, but without limitation, the right: (1) to specifically enforce this Agreement against Seller, or (2) to terminate and cancel this Agreement, in which event the Sellers shall reimburse Buyer for all reasonable out-of-pocket costs incurred by Buyer in connection with the transactions contemplated by the Agreement, and thereupon this Agreement shall terminate and the parties shall be relieved of all further obligation and liability hereunder.
Default by Sellers. Observing the remediation period of five (5) Business Days counted from a notice in this regard sent to SELLERS, as well as the provisions in clause 9.2.1 below, ZMACQ 3 may terminate this Agreement if, upon compliance with all its obligations set out herein, (a) the Conditions Precedent are not satisfied until December 31, 2015; or (b) IMOBILIÁRIA CREMAQ unjustifiably refuses to grant any of the Deeds for the REAL PROPERTIES, as applicable. In any of these events, SELLERS shall fully reimburse the amounts paid by ZMACQ 3 and CREMACQ AGRO, until the date of default, including return of the Down Payment, the Cash Installment and the Blocked Deposit Amount and the respective income, plus five percent (5%) of the Purchase Price of the REAL PROPRTIES and Purchase Price of ASSETS, as liquidated damages, within fifteen (15) days, regardless of ZMACQ 3 or CREMACQ AGRO,’s notice in this sense, under penalty of application of Monetary Adjustment and interest of one percent (1%) per month on such amount, as of that moment.
Default by Sellers. If, at or any time prior to Closing, any Seller fails to perform any of its covenants or obligations under this Agreement in any material respect, which breach or default is not caused by a Buyer Default and such failure remains uncured as of the Closing Date (a “Seller Default”), then Buyer, as its sole and exclusive remedies for such Seller Default, may elect to (i) terminate this Agreement, in which case (A) Deposit (or in the event of a Seller Default prior to the expiration of the Due Diligence Period, the Initial Deposit), together with any interest earned thereon, shall be returned to Buyer and (B) Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to Closing, in which case Buyer shall be deemed to have waived such Seller Default. Notwithstanding the foregoing, in the event Closing does not occur due to a Seller Default under this Agreement, then Buyer shall be entitled to commence appropriate legal proceedings seeking to enforce each Seller’s obligation to convey the applicable Property through specific performance. The provisions of this 13.1 shall survive Closing or any termination of this Agreement.
Default by Sellers. 9.1.1 If the Closing shall not occur by reason of the failure of satisfaction of the conditions benefiting Buyer under Section 4 or the termination of this Agreement in accordance with Section 4 or Section 6 and such failure is not waived by Buyer, then the Deposit (less the Independent Consideration, which shall be paid to Sellers) shall be returned to Buyer, and neither party shall have any further obligation or liability to the other (other than those obligations that expressly survive a termination of this Agreement).
9.1.2 If the Closing shall not occur by reason of a Seller’s material default hereunder that has not been cured within fifteen (15) days following receipt of written notice thereof (a “Seller Default”), then, provided Buyer is not in default of any of its obligations under this Agreement and Buyer has demonstrated that it is ready, willing and able to perform its obligations under this Agreement (including having obtained funds at least equal to the Closing Payment), Buyer shall be entitled as its sole and exclusive remedy to either (1) specifically enforce this Agreement, but an action for specific performance must be commenced within sixty (60) days after the scheduled Closing Date (and thereafter must be diligently pursued) or be forever barred, or (2) terminate this Agreement and obtain a return of the Deposit (less the Independent Consideration, which shall be paid to Sellers), but no other action, for damages or otherwise, shall be permitted.
Default by Sellers. The failure of the Sellers to perform or observe any of their material obligations contained herein within 10 days after written notice from New Power of such failure shall constitute an event of default by Sellers hereunder. Upon receiving written notice of any default, the Sellers will promptly use commercially reasonable efforts to cure such default as soon as practicable if it is capable of being cured.
