Common use of Optionor Default Clause in Contracts

Optionor Default. Optionor shall be in default in the performance of any obligation required to be performed by Optionor under this Agreement if (i) there is a breach of any of Optionor’s representations and warranties under Section 7, or (ii) Optionor has failed to perform such obligation within thirty (30) days after receipt of Notice from Optionee specifying in detail Optionor’s failure to perform; provided, however, that (a) if the nature of Optionor’s obligation is such that more than thirty (30) days are required for its performance, Optionor shall not be deemed in default if it shall commence such performance within thirty (30) days and thereafter diligently pursue the same to completion, and (b) if Optionor’s default is the failure to duly execute and deliver to Optionee the Lease as required hereunder, then the period for Optionor’s cure shall be ten (10) business days. If Optionor defaults under this Agreement, as defined above, then Optionee may, at Optionee’s option, pursue any and all remedies available to Optionee under this Agreement, at law, or in equity including, without limitation, the following: (i) waive such default and proceed with the exercise of the Option and the mutual execution and delivery of the Lease; or (ii) terminate this Agreement, in which event Optionor shall immediately refund to Optionee the entire Option Fee previously paid by Optionee, plus the amount of Optionee’s reasonable out-of-pocket costs and expenses incurred in connection with this Agreement following execution of the same, but excluding consequential damages or amounts for lost profits, or (iii) file in any court of competent jurisdiction an action for specific performance or other form or equitable relief to cause Optionor to enter into the Lease with Optionee and to perform Optionor’s obligations pursuant to the terms and conditions of the Lease. Notwithstanding the above, it is expressly understood and agreed that any money judgment resulting from any default or other claim arising under this Lease shall be satisfied only out of Optionor’s interest in the Premises and no other real, personal, or mixed property of Optionor wherever located, shall be subject to levy on any such judgment obtained against Optionor.

Optionor Default. Optionor shall be in If the sale of the Property fails to close as a result of a default in the performance of any obligation required to be performed by Optionor under this Agreement if (i) there is a breach of any of Optionor’s representations , and warranties under Section 7, or (ii) Optionor has failed to perform provided such obligation within default remains uncured for a period of thirty (30) days after Optionor’s receipt of Notice written notice from Optionee specifying of such default (except that in detail the event Optionor commences to cure such default within such thirty (30) day period and diligently proceeds to cure such default thereafter, Optionor shall not be in default hereunder, so long as Optionor is proceeding diligently to effect such cure and such cure is effected within ninety (90) days after Optionor’s failure receipt of such notice of default, the Closing Date being automatically extended to performthe extent necessary for Optionor to complete such cure), Optionee may, as its sole and exclusive remedy, elect to either: (a) seek to enforce the terms of this Agreement by action for specific performance, but with no reduction in the Purchase Price; provided, however, that (ai) if the nature of Optionor’s obligation is such that more Optionee shall have no right to seek specific performance unless it files an action seeking same no later than thirty sixty (3060) days are required for its performanceafter the occurrence of such default or after the expiration of the cure period described above, Optionor shall not be deemed in default if it shall commence such performance within thirty (30) days and thereafter diligently pursue the same to completionwhichever is later, and (b) if Optionor’s default is the failure to duly execute and deliver to Optionee the Lease as required hereunder, then the period for Optionor’s cure shall be ten (10) business days. If Optionor defaults under this Agreement, as defined above, then Optionee may, at Optionee’s option, pursue any and all remedies available to Optionee under this Agreement, at law, or in equity including, without limitation, the following: (i) waive such default and proceed with the exercise of the Option and the mutual execution and delivery of the Lease; or (ii) terminate this Agreement, in which event Optionor shall immediately refund to Optionee the entire Option Fee previously paid by Optionee, plus the amount of Optionee’s reasonable out-of-pocket costs and expenses incurred in connection with this Agreement following execution of the same, but excluding consequential damages or amounts for lost profits, or (iii) file in any court of competent jurisdiction an no action for specific performance or other form or equitable relief to cause shall compel Optionor to enter commence litigation or cure or deal with any matters outside of its reasonable control or expend more than commercially reasonable funds as to such matters; or (b) cancel and terminate this Agreement by written notice to Optionor and Escrow Holder in which event this Agreement shall terminate, Optionor shall return the Option Consideration to Optionee, the parties shall be released from all further obligations and liability under this Agreement except as otherwise specifically provided in this Agreement, and Optionee shall have the right to seek to recover its actual out of pocket costs in entering into the Lease with Optionee and to perform Optionor’s obligations pursuant to performing the terms and conditions of the Lease. Notwithstanding the abovethis Agreement, it is expressly understood and agreed that any money judgment resulting from any default but in no event shall Optionee be entitled to recover consequential or other claim arising under this Lease shall be satisfied only out of Optionor’s interest in the Premises and no other real, personal, or mixed property of Optionor wherever located, shall be subject to levy on any such judgment obtained against Optionorpunitive damages.

Optionor Default. Optionor shall be in If the sale of the Property fails to close as a result of a default in the performance of any obligation required to be performed by Optionor under this Agreement if (i) there is a breach of any of Optionor’s representations , and warranties under Section 7, or (ii) Optionor has failed to perform provided such obligation within default remains uncured for a period of thirty (30) days after Optionor’s receipt of Notice written notice from Optionee specifying of such default (except that in detail the event Optionor commences to cure such default within such thirty (30) day period and diligently proceeds to cure such default thereafter, Optionor shall not be in default hereunder, so long as Optionor is proceeding diligently to effect such cure and such cure is effected within ninety (90) days after Optionor’s failure receipt of such notice of default, the Closing Date being automatically extended to performthe extent necessary for Optionor to complete such cure), Optionee may, as its sole and exclusive remedy at law and in equity, elect to either: (a) seek to enforce the terms of this Agreement by action for specific performance, but with no reduction in the Purchase Price; provided, however, that (ai) if the nature of Optionor’s obligation is such that more Optionee shall have no right to seek specific performance unless it files an action seeking same no later than thirty sixty (3060) days are required for its performanceafter Optionee becomes actually aware of the occurrence of such default or after the expiration of the cure period described above, Optionor shall not be deemed in default if it shall commence such performance within thirty (30) days and thereafter diligently pursue the same to completionwhichever is later, and (b) if Optionor’s default is the failure to duly execute and deliver to Optionee the Lease as required hereunder, then the period for Optionor’s cure shall be ten (10) business days. If Optionor defaults under this Agreement, as defined above, then Optionee may, at Optionee’s option, pursue any and all remedies available to Optionee under this Agreement, at law, or in equity including, without limitation, the following: (i) waive such default and proceed with the exercise of the Option and the mutual execution and delivery of the Lease; or (ii) terminate this Agreement, in which event Optionor shall immediately refund to Optionee the entire Option Fee previously paid by Optionee, plus the amount of Optionee’s reasonable out-of-pocket costs and expenses incurred in connection with this Agreement following execution of the same, but excluding consequential damages or amounts for lost profits, or (iii) file in any court of competent jurisdiction an no action for specific performance or other form or equitable relief to cause shall compel Optionor to enter commence litigation; or (b) cancel and terminate this Agreement by written notice to Optionor and Escrow Holder in which event this Agreement shall terminate, Optionor shall authorize the release to Optionee from escrow of the Option Consideration (less the Independent Consideration) and interest thereon still held by Escrow Holder, provided that if the Option Consideration has been released to Optionor at such time, Optionor shall promptly return the same (less the Independent Consideration) to Optionee, the parties shall be released from all further obligations and liability under this Agreement except as otherwise specifically provided in this Agreement, and Optionor shall pay to Optionee its actual out of pocket costs in entering into the Lease with Optionee and to perform Optionor’s obligations pursuant to performing the terms and conditions of the Lease. Notwithstanding the abovethis Agreement, it is expressly understood and agreed that any money judgment resulting from any default but in no event shall Optionee be entitled to recover consequential or other claim arising under this Lease shall be satisfied only out of Optionor’s interest in the Premises and no other real, personal, or mixed property of Optionor wherever located, shall be subject to levy on any such judgment obtained against Optionorpunitive damages.

Optionor Default. Optionor shall be in If the sale of the Property fails to close as a result of a default in the performance of any obligation required to be performed by Optionor under this Agreement if (i) there is a breach of any of Optionor’s representations , and warranties under Section 7, or (ii) Optionor has failed to perform provided such obligation within default remains uncured for a period of thirty (30) days after Optionor’s receipt of Notice written notice from Optionee specifying of such default (except that in detail the event Optionor commences to cure such default within such thirty (30) day period and diligently proceeds to cure such default thereafter, Optionor shall not be in default hereunder, so long as Optionor is proceeding diligently to effect such cure and such cure is effected within ninety (90) days after Optionor’s failure receipt of such notice of default, the Closing Date being automatically extended to performthe extent necessary for Optionor to complete such cure), Optionee may, as its sole and exclusive remedy at law and in equity, elect to either: (a) seek to enforce the terms of this Agreement by action for specific performance, but with no reduction in the Purchase Price; provided, however, that (ai) if the nature of Optionor’s obligation is such that more Optionee shall have no right to seek specific performance unless it files an action seeking same no later than thirty sixty (3060) days are required for its performanceafter Optionee becomes actually aware of the occurrence of such default or after the expiration of the cure period described above, Optionor shall not be deemed in default if it shall commence such performance within thirty (30) days and thereafter diligently pursue the same to completionwhichever is later, and (b) if Optionor’s default is the failure to duly execute and deliver to Optionee the Lease as required hereunder, then the period for Optionor’s cure shall be ten (10) business days. If Optionor defaults under this Agreement, as defined above, then Optionee may, at Optionee’s option, pursue any and all remedies available to Optionee under this Agreement, at law, or in equity including, without limitation, the following: (i) waive such default and proceed with the exercise of the Option and the mutual execution and delivery of the Lease; or (ii) terminate this Agreement, in which event Optionor shall immediately refund to Optionee the entire Option Fee previously paid by Optionee, plus the amount of Optionee’s reasonable out-of-pocket costs and expenses incurred in connection with this Agreement following execution of the same, but excluding consequential damages or amounts for lost profits, or (iii) file in any court of competent jurisdiction an no action for specific performance or other form or equitable relief to cause shall compel Optionor to enter commence litigation; or (b) cancel and terminate this Agreement by written notice to Optionor and Escrow Holder in which event this Agreement shall terminate, Optionor shall both (1) return to Optionee the Initial Disbursement and any Subsequent Disbursements previously made to Optionor, and (2) authorize the release to Optionee from escrow of any undisbursed portion of the Deposit and interest thereon still held by Escrow Holder, the parties shall be released from all further obligations and liability under this Agreement except as otherwise specifically provided in this Agreement, and Optionor shall pay to Optionee its actual out of pocket costs in entering into the Lease with Optionee and to perform Optionor’s obligations pursuant to performing the terms and conditions of the Lease. Notwithstanding the abovethis Agreement, it is expressly understood and agreed that any money judgment resulting from any default but in no event shall Optionee be entitled to recover consequential or other claim arising under this Lease shall be satisfied only out of Optionor’s interest in the Premises and no other real, personal, or mixed property of Optionor wherever located, shall be subject to levy on any such judgment obtained against Optionorpunitive damages.