Default by the Seller. If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.
Default by the Seller. If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.
Default by the Seller. If the Seller or MI shall have made any representation or warranty herein which shall be untrue in any material respect when made or updated as herein provided, or if the Seller or MI shall fail to perform any of the material covenants and agreements contained herein and such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to effectuate a cure of the same) after notice thereof from the Purchaser, the Purchaser may terminate this Agreement and Seller shall reimburse to Purchaser the Purchaser's expenses incurred in respect of the Property, not to exceed $30,000 (and direct Escrow Agent to refund to Purchaser the Deposit as provided in Section 10.3), and/or the Purchaser may pursue any and all remedies available to it at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief; provided, however, that in such event (x) neither Seller nor MI shall be liable for (and Purchaser hereby agrees that it will not commence or prosecute any action for) consequential or punitive or exemplary damages and (y) the aggregate liability of the Seller or MI under this Agreement shall not exceed an amount equal to One Hundred Thousand Dollars ($100,000) plus the reasonable attorneys' fees and expenses incurred by Purchaser in enforcing the Agreement against Seller and/or MI in respect of Seller's or MI's default. It is understood and agreed that for purposes of this Section 10.1, if a default results from a false representation or warranty, such default shall be deemed cured if the events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the date actually made.
Default by the Seller. If the Seller fails to perform any of its obligations under this Agreement and if the Purchaser is not in default of its obligations hereunder, the Purchaser shall notify the Seller in writing of the nature of and occurrence of the event of default and the Seller shall have five (5) business days to cure such event of default; provided, however, that if the default is a failure to close on the Closing Date, then no cure rights shall exist and this Agreement shall terminate. If the Seller fails or refuses to cure such event of default, the Purchaser, at the Purchaser’s sole option, may either: (a) terminate this Agreement by delivering written notice to the Seller (and receive reimbursement of all of its reasonable pursuit costs), (b) seek the remedy of specific performance, or (c) waive said default and proceed to Closing without reduction or abatement of the Purchase Price and accept the Property subject to any such waived default. Notwithstanding the foregoing, if specific performance is not available and such event of default is due to fraud, willful misconduct or bad faith of the Seller, the Purchaser shall be entitled to all rights and remedies available at law or in equity, including without limitation, the right to recover all damages which the Purchaser may suffer as a result of such breach (including, without limitation, reimbursement for Purchaser’s actual out-of-pocket costs and expenses incurred in connection with the transaction contemplated by this Agreement). Except as set forth in Section 5(D) hereof, nothing contained in this Agreement shall limit or otherwise affect any of the Purchaser’s rights or remedies against the Seller arising under any express indemnification of the Purchaser by the Seller set forth in this Agreement or arising from any breach or default by the Seller after the Closing of any obligations in this Agreement which are expressly provided to survive the Closing.
Default by the Seller. If the transaction herein contemplated fails to close solely as a result of a default by Seller hereunder, the Purchaser may, as its sole remedy, either (a) terminate this Agreement and receive a refund of its Deposit, plus Purchaser’s actual documented out-of-pocket third party expenses incurred in conducting its due diligence with respect to the transaction contemplated by this Agreement, subject to a cap of Twenty-Five Thousand Dollars ($25,000.00), or (b) pursue an action for specific performance provided that Purchaser files such action in a court with appropriate jurisdiction within thirty (30) days of Seller’s default.
Default by the Seller a) Seller shall be in default under this Agreement in the following events:
Default by the Seller. To the extent permitted by applicable law, the Seller’s liability to the Buyer for breach of any non-excludable condition is limited, at the Seller’s option, to refunding the price of the Commodity or service in respect to which the breach occurred, or to supplying the Commodity or services again or to paying the cost of having the Commodity or services respectively supplied again. In no circumstances will the Seller be liable for any loss of profits or special, consequential or indirect loss or damage. The Buyer acknowledges and agrees that the use of the Commodity supplied is beyond the Seller’s control, and any advice, recommendation, information or services provided by the Seller regarding the Commodity and its use is not construed as a contractual condition or warranty.
Default by the Seller. In the event the close of escrow and consummation of the transaction contemplated do not occur due to any default by Seller, Purchaser and Seller agree that it would be impracticable and extremely difficult to estimate the damages which Purchaser may suffer. Accordingly, Purchaser and Seller hereby agree that a reasonable estimate of the total net detriment that Purchaser would suffer if Seller defaults and fails to complete the purchase of all or a portion of the Property is the Xxxxxxx Money released to Seller. Said amount shall be the full, agreed, and said liquidated damages for the breach of this Agreement by Seller, all other claims to damages or other remedies being herein waived by Purchaser. Upon default by Seller, this Agreement shall terminate and neither party shall have any further rights or obligations hereunder. Seller’s initials Purchaser’s initials
Default by the Seller. If the Seller shall have made any representation or warranty herein which shall be untrue or misleading in any material respect when made, or if the Seller shall fail to perform any of the material covenants and agreements to be performed by it at or prior to the Closing, in each case which has, or would reasonably be likely to have, a material adverse effect, the Purchaser may, as its sole and exclusive remedy, either (a) terminate this Agreement with respect to the Property and receive a refund of the Deposit and to collect its demonstrated actual out-of-pocket expenses, but excluding any charges, invoices or payments due or made to any related or affiliated entity of the Purchaser, with a maximum contribution of $25,000.00 due from Seller for Purchaser’s actual out-of-pocket costs, or (b) pursue a suit for specific performance within sixty (60) days following the scheduled Closing Date, and the Purchaser hereby waives any other rights or remedies which it might have, at law or in equity, on account of any such breach or default. Notwithstanding the foregoing, following Closing, the Purchaser shall, subject to the terms and conditions of this Agreement including, without, limitation, Section 6.3 and Section 6.4, retain all of its rights and remedies, at law or in equity, if the Seller fails to perform any of its Surviving Obligations.
Default by the Seller. In the event the close of escrow and the consummation of the transaction herein contemplated do not occur by reason of any default by the Seller, City shall be entitled to all its out-of-pocket expenses incurred in connection with the transaction, including any deposit, and shall have the right to pursue any other remedy available to it at law or equity, including the specific performance of this Agreement.
