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 Closing fails to occur solely as a result of a default by Seller hereunder, the Purchaser may, as its sole and exclusive 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 Fifty Thousand Dollars ($50,000.00), 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. If the Seller 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 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 with respect to the Ownership Interests in the affected Owner or Owners of the affected Property and Seller shall reimburse to Purchaser the Purchaser's expenses incurred in respect of such affected Property, not to exceed $140,000 (and if, with respect to all Properties except for the affected Property, either (i) Closing has occurred, or (ii) the contemplated Closing will not occur as a result of Purchaser's election to terminate this Agreement pursuant to Sections 2.3, 2.4, 2.5, 2.7(d), 8.4 or 10.1 of this Agreement, then the Deposit shall be refunded to Purchaser), 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, (x) in no event shall the Seller 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) in no event shall the aggregate liability of the Seller under this Agreement exceed an amount equal to Five Million Dollars ($5,000,000) plus the reasonable attorneys' fees and expenses incurred by Purchaser in enforcing the Agreement against Seller in respect of Seller'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 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. (a) Any of the following acts, omissions and/or events, shall be and are hereby defined as events of default by the Seller, in addition to any further events defined elsewhere as events of default by the Seller:
Default by the Seller. (a) If the Seller has committed a Financial Default or a default under clause 23.1 (a) and such default is not excused under this Agreement, any affected Buyer may give a notice to the Seller specifying reasonable details of the default (Buyer’s Default Notice) and thereafter those Parties may confer to discuss the cause, effect of and prospects for curing the default.
