Common use of Default of Seller Clause in Contracts

Default of Seller. In the event Seller is in default of its obligations under this Agreement, Buyer, as its exclusive remedies, shall be entitled to either (a) a refund of the full amount of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sums, if any, paid on account of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the date of this Agreement, in connection with its due diligence investigation of the Property, or (b) enforce specific performance of this Agreement; provided, however, that any such action for specific performance shall be initiated by Buyer, if at all, within sixty (60) days after that date on which the sale of the Property was scheduled to close hereunder and, if such action is not initiated within such 60-day period, then Buyer shall be deemed conclusively to have elected to waive the right to initiate such action for specific performance, in which event, Buyer's sole remedy shall be to terminate this Agreement and receive a refund of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sums, if any, paid on account of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the date of this Agreement, in connection with its due diligence investigation of the Property; and provided, further, Seller shall not be in default hereunder unless and until Buyer shall provide written notice to Seller of the basis for any such default and Seller has failed to cure such matter within ten (10) days of its receipt of such notice; provided, further, Buyer may not enforce specific performance against Seller if Seller is unable to deliver the Property subject only to the Permitted Exceptions (e.g., a third party places a cloud on title to the Property which Seller cannot remove prior to Closing). In no event shall Seller be liable to Buyer for any other actual, punitive, speculative, consequential or other damages, excepting only in the case of the inability of Seller to deliver the Property subject only to the Permitted Exceptions is due to a willful and bad faith overt act of Seller. No delay or omission in the exercise of any right or remedy accruing to Buyer upon any default of Seller under this Agreement shall impair any such right or remedy or be construed as waiver of such default or any default theretofore or thereafter occurring. The waiver by Buyer of any condition or event of default shall not be deemed to be a waiver of any other condition or of any prior or subsequent event of default.

Default of Seller. (a) In the event that Seller is breaches or defaults upon any of the covenants, representations, warranties and/or agreements of Seller contained in default this Agreement and Buyer has given written notice of its obligations under this Agreementsame to Seller and Seller fails to cure same on or before the outside Closing Date, then Buyer, as its Buyer’s sole and exclusive remedies, shall be entitled to either have the option of (ai) a refund taking such title as Seller can give with an abatement of the full Purchase Price in the amount of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sumsreasonably ascertainable monetary liens, if any, paid on account of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the date of (ii) terminating this Agreement, in connection which case, Seller will reimburse Buyer for Buyer’s Out of Pocket Expenses (as hereinafter defined), and neither Buyer nor Seller shall have any further liability under this Agreement except with its due diligence investigation respect to those provisions of the Propertythis Agreement which expressly survive termination, or (biii) enforce commencing an action for specific performance of this Agreement; provided, however, that any such action for specific performance shall be initiated by Buyer, if at all, within sixty (60) days after that date on which . For the sale of the Property was scheduled to close hereunder and, if such action is not initiated within such 60-day period, then Buyer shall be deemed conclusively to have elected to waive the right to initiate such action for specific performance, in which event, Buyer's sole remedy shall be to terminate this Agreement and receive a refund of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sums, if any, paid on account of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the date purposes of this Agreement, the term “Buyer’s Out of Pocket Expenses” shall mean the lesser of (i) the Expense Cap or (ii) the aggregate of all costs, expenses, fees actually incurred by Buyer in connection with its due diligence investigation of the Property; transaction contemplated by this Agreement, including, but not limited to, any reasonable attorney’s fees incurred in preparing and/or negotiating this Agreement, all costs and provided, further, Seller shall not be in default hereunder unless expenses (including any and until all amounts paid by Buyer shall provide written notice for the Third Party Reports) and expenses (including any and all amounts paid to Seller of the basis for any such default and Seller has failed to cure such matter within ten (10Buyer’s lender) days of its receipt of such notice; provided, further, incurred by Buyer may not enforce specific performance against Seller but only if Seller is unable to deliver the Property subject only to the Permitted Exceptions (e.g., a third party places a cloud on title to the Property which Seller cannot remove incurred prior to Closing). In no event shall Seller be liable to Buyer for or at Closing as a result of Buyer’s potential interest rate hedge loss or sums payable under any other actual, punitive, speculative, consequential or other damages, excepting only in the case kind of the inability of Seller to deliver the Property subject only to the Permitted Exceptions is due to a willful and bad faith overt act of Seller. No delay or omission in the exercise of any right or remedy accruing to Buyer upon any default of Seller under this Agreement shall impair any such right or remedy or be construed as waiver of such default or any default theretofore or thereafter occurring. The waiver by Buyer of any condition or event of default shall not be deemed to be a waiver of any other condition or of any prior or subsequent event of defaultinterest rate protection arrangement.

Default of Seller. In the event Seller is in default of fails to perform its obligations under pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this AgreementAgreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, BuyerPurchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, as its exclusive remedies, in which event Purchaser shall be entitled to either receive back the Eaxxxxx Xoney (a) a refund of the full amount of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sumsinterest earned thereon) and, if any, paid on account applicable the return of this Agreement any Contingency Payments required to be returned by Buyer Seller pursuant to unrelated third-parties, including, without limitation, all amounts paid Section 3.4 herein; or incurred (ii) seek specific performance to enforce Seller’s obligations hereunder by Buyer, whether before or notice to Seller of Purchaser’s election within 30 days after the date originally scheduled Closing Date and filing of this Agreement, in connection with its due diligence investigation of the Property, or (b) enforce specific performance of this Agreement; provided, however, that any such action for specific performance shall be initiated by Buyer, if at all, suit within sixty (60) days after that date on which the sale of the Property was scheduled Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreement. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close hereunder and, if such action the transaction which is not initiated within such 60-day period, then Buyer shall be deemed conclusively to have elected to waive the right to initiate such action for specific performance, in which event, Buyer's sole remedy shall be to terminate this Agreement and receive a refund of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sums, if any, paid on account subject of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after in accordance with the date provisions of this Agreement, in connection with its due diligence investigation of the Property; and provided, further, Seller shall not be in default hereunder unless and until Buyer shall provide written notice to Seller of the basis for any such default and Seller has failed to cure such matter within ten (10) days of its receipt of such notice; provided, further, Buyer may not enforce specific performance against Seller if Seller is unable to deliver the Property subject only to the Permitted Exceptions (e.g., a third party places a cloud on title to the Property which Seller cannot remove prior to Closing). In no event shall Seller be liable to Buyer for any other actual, punitive, speculative, consequential or other damages, excepting only in the case of the inability of Seller to deliver the Property subject only to the Permitted Exceptions is due to a willful and bad faith overt act of Seller. No delay or omission in the exercise of any right or remedy accruing to Buyer upon any default of Seller under this Agreement shall impair any such right or remedy or be construed as waiver of such default or any default theretofore or thereafter occurring. The waiver by Buyer of any condition or event of default shall not be deemed to be a waiver of any other condition or of any prior or subsequent event of default.

Default of Seller. In the event Seller is in default of fails to perform its obligations under pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this AgreementAgreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, BuyerPurchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, as its exclusive remedies, in which event Purchaser shall be entitled to either (a) a refund of the full amount of the Initial Xxxxxxx Money Payment and receive back the Xxxxxxx Money Deposit (together with all other sumsinterest earned thereon) and, if any, paid on account applicable the return of this Agreement any Contingency Payments required to be returned by Buyer Seller pursuant to unrelated third-parties, including, without limitation, all amounts paid Section 3.4 herein; or incurred (ii) seek specific performance to enforce Seller’s obligations hereunder by Buyer, whether before or notice to Seller of Purchaser’s election within 30 days after the date originally scheduled Closing Date and filing of this Agreement, in connection with its due diligence investigation of the Property, or (b) enforce specific performance of this Agreement; provided, however, that any such action for specific performance shall be initiated by Buyer, if at all, suit within sixty (60) days after that date on which the sale of the Property was scheduled Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreement. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close hereunder and, if such action the transaction which is not initiated within such 60-day period, then Buyer shall be deemed conclusively to have elected to waive the right to initiate such action for specific performance, in which event, Buyer's sole remedy shall be to terminate this Agreement and receive a refund of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sums, if any, paid on account subject of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after in accordance with the date provisions of this Agreement, in connection with its due diligence investigation of the Property; and provided, further, Seller shall not be in default hereunder unless and until Buyer shall provide written notice to Seller of the basis for any such default and Seller has failed to cure such matter within ten (10) days of its receipt of such notice; provided, further, Buyer may not enforce specific performance against Seller if Seller is unable to deliver the Property subject only to the Permitted Exceptions (e.g., a third party places a cloud on title to the Property which Seller cannot remove prior to Closing). In no event shall Seller be liable to Buyer for any other actual, punitive, speculative, consequential or other damages, excepting only in the case of the inability of Seller to deliver the Property subject only to the Permitted Exceptions is due to a willful and bad faith overt act of Seller. No delay or omission in the exercise of any right or remedy accruing to Buyer upon any default of Seller under this Agreement shall impair any such right or remedy or be construed as waiver of such default or any default theretofore or thereafter occurring. The waiver by Buyer of any condition or event of default shall not be deemed to be a waiver of any other condition or of any prior or subsequent event of default.