Post-Closing Default and Remedies. After the Closing Date, each party's sole and exclusive remedy for any default by the other party with respect to the transactions that were consummated on the Closing Date shall be limited to the terms and conditions specifically delineated and set forth herein and neither party will have any further rights or obligations under this Agreement, at law, or in equity. For the avoidance of doubt, Seller shall not be liable to Purchaser for any monetary or other damages with respect to the transactions that were consummated on the Closing Date, except as specifically delineated herein.
Post-Closing Default and Remedies. If the Seller sends to Buyer written notice (the “Initial Performance Notice”) of Buyer’s failure to Commence Construction or Complete Construction at the Option Property or to pay any of its annual installment payments of the Purchase Price, and Buyer fails to thereafter cure the non-performance within sixty (60) days of receipt of such written notice (subject to Excusable Delays, as defined in the Development Agreement), the Seller may send a second written notice to Buyer (the “Final Performance Notice”), with the following statement in bold at the beginning of such notice: “WARNING, SECOND PERFORMANCE NOTICE. Failure to respond to this notice within thirty (30) days may result in forfeiture of development rights at the Option Property.” If Buyer fails to thereafter cure the non-performance within thirty (30) days after receipt of the Final Performance Notice (subject to Excusable Delays), such failure shall constitute an “Event of Default” under this Option Purchase Agreement. Notwithstanding the foregoing, it shall not be an Event of Default if any such cure by its nature cannot be effected within such sixty (60) day period or such thirty (30) day additional period, provided, however, that Buyer commences such cure within such period and diligently and continuously prosecutes the same to completion. Whenever any Event of Default by the Buyer occurs and is continuing, subject to the applicable notice and cure periods, Seller may, in its sole discretion: (1) pursue a remedy in equity to compel specific performance; and/or (2) pursue any other remedy at law for the failure to perform, contractual breach, acceleration of any monetary obligations due, and/or foreclosure of its interest should a judgment be entered in favor of the Seller; and/or (3) exercise the right to repurchase the Option Property for a repurchase price equal to the payments made by Buyer to Seller on the Purchase Price as of the date of default. Should the Seller be compelled to pursue litigation to enforce its remedies as described herein and Seller prevails, Seller shall be entitled to its litigation costs and expenses inclusive of its reasonable attorney fees.
