Pre-Closing Default Sample Clauses

Pre-Closing Default. If the transaction is not consummated as a result of a default by Seller, then Buyer, as its sole and only remedies hereunder, to the exclusion of all other potential remedies under this Agreement, at law or in equity, may either (i) terminate this Agreement by delivery of notice of termination to Seller, whereupon (A) the Xxxxxxx Money plus interest accrued thereon shall be immediately returned to Buyer (less the Non-Refundable Payment, which shall be retained by Seller), and (B) Seller shall pay to Buyer its Expense Reimbursement, following which neither Party shall have any further rights or obligations hereunder other than those rights and obligations which expressly survive termination of this Agreement; or (ii) continue this Agreement pending Buyer’s action for specific performance, provided, however, that any such action for specific performance shall be filed and served by Buyer within thirty (30) days of the date of termination of this Agreement, it being the intent of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall be deemed to be Buyer’s election to waive and relinquish any rights to enforce specific performance of this Agreement. The foregoing options are mutually exclusive and are the exclusive rights and remedies available to Buyer at law or in equity in the event of Seller’s default under or breach of this Agreement prior to the Closing that results in a failure of the Closing to occur. Buyer hereby waives any and all rights it may now or hereafter have to pursue any other remedy or recover any other damages on account of any such breach or default by Seller, including, without limitation, special, punitive, compensatory or consequential damages, loss of bargain, loss of profits or revenue, interference with business operations, loss of tenants, lenders, investors or buyers, diminution in value of the Property, or inability to use the Property. Buyer’s Initials ____________
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Pre-Closing Default. Buyer and Seller agree that in the event that Closing fails to occur, this Agreement shall terminate and neither party shall have any further obligations to the other.
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Pre-Closing Default. In the event that prior to Closing, Extra Space breaches in any material respect any warranty or representation contained in this Agreement or fails in any material respect to comply with or perform any of the conditions to be complied with or any of the covenants, agreements or obligations to be performed by Extra Space under the terms and provisions of this Agreement and such breach or failure continues for a period of ten (10) business days after written notice thereof from HSRE to Extra Space, HSRE, as HSRE’s exclusive remedies, shall be entitled to (i) terminate this Agreement by giving written notice thereof to Extra Space, whereupon, except as provided below in this Section 13.1.1 and except as expressly provided otherwise in this Agreement, neither party shall have any further rights or obligations under this Agreement; or (ii) enforce specific performance of Extra Space’s obligations under this Agreement; provided, however, that notwithstanding anything to the contrary in this Section 13.1.1, in the event of a termination by HSRE under (i) above, Extra Space shall, upon demand from HSRE, reimburse HSRE for the actual and reasonable out-of-pocket expenses paid or incurred by HSRE in connection with this Agreement and/or HSRE’s investigation or inspection of the Property in an amount not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). HSRE expressly agrees that in no event shall Extra Space be liable for any special, incidental, consequential or punitive damages whatsoever (including, without limitation, loss of business profits or opportunity) and by execution of this Agreement, HSRE waives any right to claim or seek any such damages. The provisions of this Section 13.1.1 shall survive the Closing or any termination of this Agreement.
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Pre-Closing Default. IF SELLER DEFAULTS UNDER THIS AGREEMENT PRIOR TO THE CLOSING AND THE SALE OF THE PROPERTY IS NOT CONSUMMATED BECAUSE OF SUCH DEFAULT, BUYER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT, EXERCISE ONE (AND ONLY ONE) OF THE FOLLOWING REMEDIES: (A) TERMINATE THIS AGREEMENT BY GIVING NOTICE THEREOF TO SELLER, IN WHICH EVENT THE XXXXXXX MONEY DEPOSIT SHALL BE RETURNED TO BUYER AND SELLER AND BUYER’S ACTUAL, OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED IN CONNECTION WITH THIS AGREEMENT NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000), THE PAYMENT OF WHICH SHALL TERMINATE THIS AGREEMENT, AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER (OTHER THAN THOSE WHICH EXPRESSLY SURVIVE TERMINATION); OR (B) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE (BUT NOT DAMAGES UNLESS DUE HEREUNDER), PROVIDED THAT ANY ACTION FOR SPECIFIC PERFORMANCE MUST BE COMMENCED WITHIN FORTY-FIVE (45) DAYS AFTER THE DATE OF SELLER’S DEFAULT. IF BUYER FAILS TO TIMELY COMMENCE SUCH ACTION FOR SPECIFIC PERFORMANCE, THEN BUYER’S RIGHT TO PURSUE SUCH ACTION SHALL BE DEEMED IRREVOCABLY WAIVED AND BUYER’S SOLE REMEDY AS A RESULT OF SELLER’S DEFAULT SHALL BE TO TERMINATE THIS AGREEMENT AS SET FORTH HEREINABOVE. IN CONNECTION WITH PURSUING AN ACTION FOR SPECIFIC PERFORMANCE, BUYER SHALL ESTABLISH THAT BUYER HAD THE ABILITY TO TIMELY PAY THE PURCHASE PRICE AS OF THE CLOSING DATE.
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Pre-Closing Default 
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Related to Pre-Closing Default

  • Existing Defaults No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, contained in any Contractual Obligation applicable to it, and no condition exists which, with or without the giving of notice or the lapse of time, would constitute a default under such Contractual Obligation, except, in any such case, where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

  • ERISA Default (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Credit Parties or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) a Credit Party, any of its Subsidiaries or any Commonly Controlled Entity shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; or

  • Buyer Default If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Xxxxxxx Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Seller shall thereupon be released from all obligations hereunder.

  • No Existing Default No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

  • Purchaser Default If Purchaser defaults in its obligations hereunder to (a) deliver the Initial Deposit or the Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (c) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and close on the purchase of each of the Properties on the applicable Closing Date for each Property, then, immediately and without the right to receive notice or to cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Sellers, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Contract, and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Sellers, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder and except as set forth in Section 13.16 below, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or breach of a representation or warranty. Sellers expressly waive the remedies of specific performance and additional damages for such default by Purchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTIES. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER AND SELLERS RIGHT TO COLLECT ATTORNEY FEES AND EXPENSES UNDER SECTION 13.16 BELOW.

  • No Existing Defaults Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not reasonably be expected to result in a Material Adverse Effect.

  • Additional Event of Default The following will constitute an additional Event of Default with respect to Party B: "NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."

  • Major Default The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

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