Default Remedies Indemnification. 7.1 Seller’s Remedies; Liquidated Damages. IF THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY BY REASON OF SUCH DEFAULT BY BUYER, THE AMOUNT OF THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, SELLER’S ACTUAL DAMAGES BY REASON OF SUCH DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IN THE EVENT THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 7.1, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE LOANS OR REFUSES TO CONSENT TO OR INSTRUCT ESCROW HOLDER WITH REGARD TO THE RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW HOLDER (EACH, A “BUYER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION
7.1 FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY BUYER’S ACTION, BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT BUYER’S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR FOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 8.8 BELOW.
Default Remedies Indemnification. General Remedies of Authority and Redeveloper 6 Section 6.02 Limitation of Liability; Indemnification 6-7 Section 7.02 Notice Recording 7 Section 7.02 Governing Law 7 Section 7.03 Binding Effect; Amendment 7 Execution by the Authority 7 Execution by the Redeveloper 8 Exhibit A – Description of Premises Exhibit B – Description of Project
Default Remedies Indemnification. In the event of a breach by Purchaser of its obligations under this Agreement, Seller may terminate this Agreement by written notice to Purchaser specifying the breach, and Purchaser shall have ten (10) business days opportunity to cure the same, unless the time period from the written notice of default from Seller to Purchaser is less than ten (10) business days from the Closing Date, in which case, Purchaser shall have until the Closing Date to cure such default; provided, however, that no such cure period shall apply for a breach of the obligation to close by the Closing Date. In the event of such termination, the Deposit made by Purchaser shall be retained by Seller as agreed and liquidated damages and as Seller’s sole and exclusive remedy for withholding the Property from the market and for expenses incurred and the parties shall thereupon be relieved of any further liability hereunder. In the event of a breach by Seller of its obligations under this Agreement, Purchaser shall have the right, at its option, to exercise one of the following remedies by written notice to Seller specifying the breach, and Seller shall have ten (10) business days opportunity to cure the same, unless the time period from the written notice of default from Purchaser to Seller is less than ten (10) business days from the Closing Date, in which case, Seller shall have until the Closing Date to cure such default (provided, however, that no such cure period shall apply for a breach of the obligation to close by the Closing Date): (i) terminate this Agreement by written notice transmitted to the Seller and the Escrow Agent, in which event Purchaser shall be entitled to immediately receive the return of the Deposit paid hereunder from Escrow Agent, Seller shall reimburse Purchaser for all of its actual and documented expenses incurred in investigating the Property, evaluating the transactions described herein and negotiating this Agreement and related documents, including, without limitation, attorneys’ and third party consultants’ fees and costs (collectively, the “Due Diligence Expenses”), and upon receipt by Purchaser of the full amount of the Deposit and the Due Diligence Expenses, the parties shall have no further liability hereunder, or (ii) in the alternative, Purchaser shall have the right to seek specific performance; provided, however, that in the event specific performance is not available to Purchaser due to any action of Seller, then Seller shall reimburse Purchaser ...
Default Remedies Indemnification
