Pre-Closing Remedies. In the event that, prior to the Closing, Buyer obtains actual knowledge of a material breach, default or failure to perform by Seller, including the material breach or failure of any representation or warranty made by Seller, Buyer may either (i) waive such breach, default or failure and proceed to Closing (and, consistent with Section 5.3.3, in the event that, prior to the Closing, Buyer obtains actual knowledge of a material breach, default or failure to perform by Seller if Buyer nonetheless proceeds to Closing and acquires the Property, then such actually known material breach, default or failure to perform shall be deemed waived, Buyer shall have no right or remedy with respect thereto and Seller shall have no obligation, liability or duty thereafter) or (ii) at Buyer’s election, and as Buyer’s sole and exclusive remedies in such event (as distinct from those set forth and/or covered by Section 8.15.3), (a) bring an action to obtain specific performance of this Agreement against Seller or obtain injunctive relief to prevent a breach of the terms of this Agreement or (b) terminate this Agreement, in which event the Escrow Holder shall refund to Buyer the full amount of the Exxxxxx Money and Buyer shall be paid by Seller Buyer’s actual and verifiable out-of-pocket costs relating directly to this transaction in an amount not to exceed $50,000.00; provided, however, that, in any event where provision (b) above shall apply, Seller shall, if Seller so elects, have a period of up to thirty (30) days to correct and cure such breach and the Closing Date shall be extended to the extent necessary to accommodate such cure period.
Pre-Closing Remedies. Michxxx xxxll promptly notify Conoco in writing of any Adverse Environmental Condition that becomes known to Michxxx xxxxx xx Closing as a result of Michael's investigation of the Conoco Property and the estimated costs for remediating any such conditions which are located on the Conoco Property. Michxxx xxxl be deemed to have waived any claim against Conoco with respect to any Adverse Environmental Condition known to Michxxx xxxxx xx Closing and about which Michxxx xxxls to notify Conoco in writing prior to Closing. Michxxx xxxll provide such information regarding any such Adverse Environmental Conditions as Conoco may reasonably request. If Conoco receives notice from Michxxx xxxxx xx Closing of any Adverse Environmental Condition, Michxxx xxxll have the right to request a reduction in the Purchase Price equal to the cost and expense of remediating the Adverse Environmental Condition to Michael's reasonable satisfaction, the amount of which shall be mutually agreed to by Conoco and Michxxx. Xx Conoco and Michxxx xxxee on the amount of a Purchase Price reduction for an Adverse Environmental Condition, such reduction shall be made at Closing. Any Adverse Environmental Condition for which Michxxx xxxeives a Purchase Price reduction shall become an Assumed Obligation of Michxxx xx Closing and Conoco shall have no further liability or obligation in connection with such Adverse Environmental Condition. However, if (i) the Parties are unable to agree on a Purchase Price reduction for any such Adverse Environmental Condition, or (ii) the agreed cost of remedying all such Adverse Environmental Conditions exceeds 3% of the Purchase Price, either Conoco or Michxxx xxxll have the right to terminate this Agreement, in which event this Agreement shall be of no further force and effect and neither Party shall have any further liability or obligation to the other Party under this Agreement.
Pre-Closing Remedies a. In the event of a breach or threatened breach of this Agreement by either party, the non-breaching party shall have all rights and remedies that may be available at law or equity or the Partnership Agreement.
Pre-Closing Remedies. 56 ARTICLE 22
Pre-Closing Remedies. Section 20.16 of the Purchase Agreement is amended and restated in its entirety to read as follows:
Pre-Closing Remedies. The remedies specified in Section 20.16.1 and Section 20.16.2 are intended to be the sole remedies to Buyer for breach by Seller of any representation, warranty, or condition of this Agreement arising or occurring on or prior to the earlier of the Closing Date or the date of termination. Buyer expressly releases and waives its rights to all other remedies.
Pre-Closing Remedies. Prior to the Closing, the parties hereto may pursue whatever legal remedies may be available under applicable law for any breach of this Agreement by another party hereto, except that Purchasers acknowledge that Seller and Parent shall not have any liability hereunder for any breach of a representation or warranty that shall have occurred after the execution of this Agreement (other than as a result of Seller's or Parent's willful acts or omissions) and shall not have been avoidable through commercially reasonable efforts of Seller or Parent.
Pre-Closing Remedies. In addition to the remedies available at law, each of the Parties acknowledges and agrees that the other Party would be irreparably harmed in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached prior to the Closing. Accordingly, each of the Parties agrees that, in addition to any other remedy to which such Party may be entitled at law or in equity, they each shall be entitled to equitable remedies, including injunctive relief and/or specific performance, to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof.
Pre-Closing Remedies. If at or prior to the Closing, (A) Buyer shall become aware (whether through its own efforts, by written notice from Seller or any other third party) that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect and shall give Seller notice thereof at or prior to the Closing, or (B) Seller shall notify Buyer that a representation or warranty made herein by Seller is untrue, inaccurate or incorrect, then Seller may, in its sole discretion, elect by notice to Buyer to adjourn the Closing one or more times for up to ten (10) days in the aggregate in order to cure or correct such untrue, inaccurate or incorrect representation or Retail Opportunity Investment Corp./Regency Santa Xxx Downtown Plaza.P&S Agt (v8 – Final)
Pre-Closing Remedies. If prior to the Closing, (A) Purchaser shall become aware (whether through its own efforts, by notice from Seller or otherwise) that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect and shall promptly give Seller notice thereof prior to the Closing, or (B) Seller shall notify Purchaser that a representation or warranty made herein by Seller is untrue, inaccurate or incorrect, then Seller may, at its election exercised in its sole discretion with no obligation to do so, attempt to cure the applicable breach within the lesser of (i) the time remaining between the date on which Seller receives such notice or discovers the applicable breach and the Closing Date, and (ii) thirty (30) days. If Seller elects not to cure such breach, or attempts but fails to cure any such breach within the applicable time period, for any reason, and Purchaser would suffer damages as a result thereof, then the provisions of Section 16 from and after the second sentence thereof shall apply.
