Common use of Default by the Contributor Clause in Contracts

Default by the Contributor. If the Contributor fails to perform any of the Contributor’s closing obligations, then the Contributor will have 3 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. 8.

Default by the Contributor. If the Contributor fails to perform (i) defaults in any of its respective obligations to be performed on the Closing Date or (ii) defaults in any of its obligations to be performed prior to the Closing Date and such default continues for a period of fifteen (15) business days following the Contributor’s closing obligations, then the Contributor will have 3 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 curePartnership, but then, in no event more than 30 days) or the Closing Date of earlier, then the Operating Partnershipany case, at the Operating Partnership’s option election and as the Operating Partnership’s sole and exclusive remediesremedy, shall have the right to Operating Partnership may either (iA) terminate this Agreement by giving written notice to the ContributorAgreement, whereupon and the Xxxxxxx Money shall be immediately delivered promptly returned to the Operating Partnership by Partnership, and neither party shall have any further liability or obligation to the Title Company upon receipt other, except for the provisions of written notice from this Agreement which are expressly stated to survive the Operating Partnership termination of such termination and this Agreement; provided, however, that the Contributor shall also reimburse the Operating Partnership for all of the Operating Partnership’s third party actual documented reasonable actual, out-of-pocket expenses costs incurred in connection with the transactions contemplated by this Agreement not to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate (the “Contributor’s Contributor Breakage Fee”) and thereafter, neither the Operating Partnership nor the Contributor shall have any further rights or obligations hereunder except matters which survive termination), (iiB) pursue a damage claim not subject to exceed the Contributor Breakage Fee (plus a refund of the Xxxxxxx Money) or (iii) enforce conditions below, seek specific performance of the obligations Contributor’s obligation to close on the transactions contemplated herein pursuant to this Agreement (but not damages), or (C) waive such default and continue to Closing without a reduction in the Total Consideration. The Operating Partnership may seek specific performance of the Contributor under Contributor’s obligation to close on the transactions contemplated herein pursuant to this AgreementAgreement only if, as a condition precedent to initiating such litigation for specific performance, the Operating Partnership shall file suit therefor with the court on or before the 60th day after the scheduled Closing Date. Any suit If the Operating Partnership fails to file an action for specific performance must be filed within 180 60 days after the scheduled Closing Date or shall thereafter be barred. Notwithstanding the foregoingDate, this provision is not intended to limit the Contributor’s obligations to indemnify then the Operating Partnership for certain matters as expressly provided in this shall be deemed to have elected to terminate the Agreement. THE CONTRIBUTOR AND THE OPERATING PARTNERSHIP FURTHER AGREE THAT THIS SECTION IS INTENDED TO AND DOES LIMIT THE REMEDIES AVAILABLE TO THE OPERATING PARTNERSHIP, AND SHALL BE THE OPERATING PARTNERSHIP’S SOLE AND EXCLUSIVE REMEDY AGAINST THE CONTRIBUTOR, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY THE CONTRIBUTOR OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. UNDER NO CIRCUMSTANCES MAY THE OPERATING PARTNERSHIP SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH THE OPERATING PARTNERSHIP SPECIFICALLY WAIVES, FROM THE CONTRIBUTOR FOR ANY BREACH BY THE CONTRIBUTOR OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. THE OPERATING PARTNERSHIP SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS AGAINST THE PROPERTY. 8.

Default by the Contributor. If the Contributor fails to perform any of the Contributor’s closing obligations, then the Contributor will have 3 15 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. 8.

Default by the Contributor. If the Contributor fails to perform any of the Contributor’s closing obligations, then the Contributor will have 3 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. 8.

Default by the Contributor. If the Contributor fails to perform any of the Contributor’s closing obligations, then the Contributor will have 3 15 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 60 days) or the Closing Date of Date, which ever occurs 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. 8.

Default by the Contributor. If the Contributor fails to perform any of the Contributor’s closing obligations, then the Contributor will have 3 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 in an amount not to exceed $100,000 (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 to contribute the Property as provided under this Agreement. Any suit for specific performance must be filed within 180 60 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. 8.