Legal and Equitable Enforcement of This Agreement Clause Samples

Legal and Equitable Enforcement of This Agreement. (a) Buyer’s Remedies. If the Closing fails to occur on account of Seller’s default under this Agreement, then as Buyer’s sole remedy for such default Buyer will be entitled either (1) to terminate this Agreement and receive the return of the Deposit and reimbursement of its reasonable out-of-pocket expenses incurred in connection with the transaction or this Agreement (including reasonable attorneys’ fees, consultants’ costs, and travel costs), provided, however, that in no event shall Seller’s liability under this subsection 15(a) exceed $100,000 or (2) to seek specific performance of this Agreement, without recovery of any amounts, fees, costs, expenses or damages of any kind except attorneys’ fees pursuant to section 29 below, by formally filing an action for specific performance with an appropriate court of competent jurisdiction within the thirty (30) day period immediately following such default by Seller and serving such action upon Seller within such thirty (30) day period. Buyer’s failure to timely file such action and serve Seller within such thirty (30) day period shall be deemed for all purposes to be Buyer’s irrevocable waiver of all rights to seek specific performance of this Agreement. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVE IN THIS SECTION 15, BUYER HEREBY WAIVES ANY RIGHT TO ANY DAMAGES (WHETHER ACTUAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE AND WHETHER OR NOT THE REMEDY OF SPECIFIC PERFORMANCE IS AVAILABLE) OR ANY OTHER LEGAL OR EQUITABLE REMEDY (OTHER THAN THAT SPECIFIED ABOVE) THAT IT MAY OTHERWISE HAVE FOR SELLER’S DEFAULT. INITIALS: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇ SELLER BUYER (b) Seller’s Remedy. (i) IF THE CLOSING FAILS TO OCCUR ON ACCOUNT OF BUYER’S DEFAULT UNDER THIS AGREEMENT, THEN, AS SELLER’S SOLE REMEDY FOR SUCH DEFAULT AND UPON WRITTEN NOTICE OF TERMINATION FROM SELLER TO BUYER AND ESCROW AGENT, THE ESCROW AND THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR THIS SECTION 15(B), AND ALL OTHER PROVISIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT) AND SELLER SHALL RECEIVE LIQUIDATED DAMAGES AS PROVIDED IN THIS SECTION 15(B). (ii) THE PARTIES ACKNOWLEDGE AND AGREE THAT UPON BUYER’S DEFAULT, SELLER WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN. BUYER ACKNOWLEDGES AND AGREES THAT THE AMOUNT OF THE DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER BY REASON OF FAILURE OF...