Default by the Contributor. If the Contributor fails to perform any of the Contributor’s closing obligations, then the Contributor will have 10 business days to cure after receipt of written notice from the Operating Partnership; if any of the Contributor’s representations or warranties set forth herein are determined to be materially inaccurate or untrue when made and such failure continues for 15 business days after written notice thereof from the Operating Partnership (or such longer period as reasonably required by the Contributor to effect such cure, but in no event more than 30 days) or the Closing Date of earlier, then the Operating Partnership, at the Operating Partnership’s option and as the Operating Partnership’s sole and exclusive remedies, shall have the right to (i) terminate this Agreement by giving written notice to the Contributor, whereupon the Xxxxxxx Money shall be immediately delivered to the Operating Partnership by the Title Company upon receipt of written notice from the Operating Partnership of such termination and the Contributor shall reimburse the Operating Partnership for all of the Operating Partnership’s third party actual documented reasonable out-of-pocket expenses (the “Contributor’s Breakage Fee”) and thereafter, neither the Operating Partnership nor the Contributor shall have any further rights or obligations hereunder except matters which survive termination, (ii) pursue a damage claim not to exceed the Contributor Breakage Fee (plus a refund of the Xxxxxxx Money) or (iii) enforce specific performance of the obligations of the Contributor under this Agreement. Any suit for specific performance must be filed within 180 days after the Closing Date or shall thereafter be barred. Notwithstanding the foregoing, this provision is not intended to limit the Contributor’s obligations to indemnify the Operating Partnership for certain matters as expressly provided in this Agreement.
Default by the Contributor. If the Closing is not consummated because of a default by the Contributor under this Agreement, then the Operating Partnership may either: (a) seek specific performance of this Agreement by requiring the Contributor to assign the Contributed Interest to the Operating Partnership in accordance with the terms hereof and in connection therewith the Contributor shall reimburse the Operating Partnership for its expenses incurred in connection with seeking such specific performance; or (b) by written notice to the Contributor, terminate this Agreement and, except as expressly set forth elsewhere in this Agreement, neither the Contributor nor the Operating Partnership shall thereafter have any obligation under any provision of this Agreement.
Default by the Contributor. 27 8. Miscellaneous.............................................................................................................................................. 27 8.1 8.2 8.3 Further Assurances........................................................................................................................ 27 Counterparts .................................................................................................................................. 27
Default by the Contributor. If the Contributor shall be in default under this Agreement and such default shall not have been cured for a period of sixty (60) days, or if the Contributor 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 the Contributor are not stayed or dismissed within ninety (90) days after being commenced against the Contributor 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 upon thirty (30) days' prior written notice to the Contributor; provided that any termination of this Agreement shall not release the Contributor from any obligation under this Agreement.
Default by the Contributor. If the Closing is not consummated because of a default by the Contributor under this Agreement, then NSA may either (i) seek specific performance of this Agreement by requiring the Contributor to [assign][convey] the [Contributed Interest][Property] to NSA [Partner] in accordance with the terms hereof and in connection therewith the Contributor shall reimburse NSA for the actual out-of-pocket expenses incurred by NSA in connection with seeking such specific performance, or (ii) terminate this Agreement and, except as expressly set forth elsewhere in this Agreement, neither the Contributor nor NSA shall thereafter have any obligation under any provision of this Agreement.
Default by the Contributor. Should Contributor violate or fail (in breach of its obligations hereunder) to fulfill or perform any of the terms, conditions or undertakings set forth in this Agreement applicable to it at or prior to Closing, and if as a result thereof a Closing hereunder shall not occur, then in such case the Operating Partnership shall, as its sole remedy therefor, have the option of (1) specifically enforcing this Agreement, or (2) terminating this Agreement; and in the latter event the Escrow Funds shall be returned to the Operating Partnership, Contributor shall reimburse the Operating Partnership for the Operating Partnership’s documented, third-party, out-of-pocket due diligence expenses incurred in connection with the transactions contemplated by this Agreement (such expenses not to exceed $100,000), and this Agreement shall terminate and no party shall have any further liability or obligation hereunder to any other, except under such provisions which shall expressly survive a termination of this Agreement. The Operating Partnership further agrees, as part of the consideration for Contributor entering into this Agreement, that the Operating Partnership will not, under any circumstances, place or attempt to place a lis pendens on the Real Estate or any part thereof; and any violation of this covenant by the Operating Partnership shall constitute a default hereunder. The provisions of this Section 18.1 shall survive termination of this Agreement.
