Landmark Defaults Sample Clauses

Landmark Defaults. (i) If, on or prior to the Outside Closing Date, Landmark fails to perform any of its material covenants or obligations hereunder or breaches any of its representations or warranties hereunder, in each case in any material respect, which breach is not cured within fifteen (15) days of written notice being provided to Landmark (or, if applicable, the applicable Properties have not been designated as Kick-Out Properties in accordance with Sections 1.3 and 2.7 as of such date), PRLP may, at its option either: (A) terminate this Agreement entirely or with respect to any Property to which the breach relates, in which case such Property will be designated as a Kick-Out Property (and, for the avoidance of doubt, Section 9.2(i) shall apply), in each case by giving written notice of termination to Landmark, whereupon the entire Deposit (or with respect to termination for any individual Property, the Allocated Deposit for such Property) which has not then been applied shall be returned to PRLP; or (B) provided that PRLP has satisfied all conditions required to be satisfied by it that are set forth in Section 9.3 (other than those conditions that by their terms or nature are to be satisfied on the Closing Date), and is ready, willing and able to close as of the Outside Closing Date (or any prior date), then, on or prior to the date that is thirty (30) days after the Outside Closing Date (1) PRLP shall have the right, at its election, to file an action for specific performance or (2) if PRLP elects not to file such action for specific performance, PRLP shall have the right to terminate this Agreement as provided above and Landmark shall (x) return of the balance of the Deposit as provided above and (y) pay to PRLP liquidated damages in the amount of the Liquidated Damages Amount, so long as, solely with respect to such liquidated damages, Landmark’s breach of this Agreement in failing to close the transactions contemplated hereby was willful and material. PRLP specifically and expressly waives any right to file a lis pendens against any of the Properties or Landmark. The Parties agree, and Landmark acknowledges, that (x) the amount of loss or damages likely to be incurred by PRLP as a result of Landmark’s failure and default hereunder is incapable or is difficult to precisely estimate, (y) the Liquidated Damages Amount bears a reasonable proportion, and is not plainly or grossly disproportionate to, the probable loss likely to be incurred by PRLP under the circumstanc...